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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950137-02-000794.txt : 20020414
<SEC-HEADER>0000950137-02-000794.hdr.sgml : 20020414
ACCESSION NUMBER:		0000950137-02-000794
CONFORMED SUBMISSION TYPE:	424B4
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020219

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENERAL MILLS INC
		CENTRAL INDEX KEY:			0000040704
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				410274440
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0525

	FILING VALUES:
		FORM TYPE:		424B4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-75808
		FILM NUMBER:		02552945

	BUSINESS ADDRESS:	
		STREET 1:		NUMBER ONE GENERAL MILLS BLVD
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55426
		BUSINESS PHONE:		7637642311

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1113
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55440
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B4
<SEQUENCE>1
<FILENAME>c66686b1e424b4.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
<PAGE>

                                                    Filed Pursuant to Rule 424B4
                                                      Registration No. 333-75808

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED FEBRUARY 11, 2002)

                              [GENERAL MILLS LOGO]

                                 $3,500,000,000
                              GENERAL MILLS, INC.
                     $1,500,000,000  5 1/8% NOTES DUE 2007

                       $2,000,000,000  6% NOTES DUE 2012

                         ------------------------------

     We will pay interest on the notes on February 15 and August 15 of each
year. The first interest payment will be made on August 15, 2002. Each series of
notes will mature on February 15 of its respective year of maturity. We may
redeem some or all of the notes at any time at the prices described under the
heading "Description of the Notes -- Redemption -- Optional Redemption" and all
of the notes if certain events occur involving United States taxation as
described under the heading "Description of the Notes -- Redemption -- Tax
Redemption."

     Application has been made to have the notes listed on the Luxembourg Stock
Exchange.

     Investing in the notes involves risks. See "Risk Factors" beginning on page
S-9.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                         ------------------------------

<Table>
<Caption>
                                                        UNDERWRITING           PROCEEDS TO GENERAL
                         PUBLIC OFFERING PRICE            DISCOUNT           MILLS (BEFORE EXPENSES)
                       -------------------------   ----------------------   -------------------------
                       PER NOTE       TOTAL        PER NOTE      TOTAL      PER NOTE       TOTAL
                       --------       -----        --------      -----      --------       -----
<S>                    <C>        <C>              <C>        <C>           <C>        <C>
5 1/8% Notes due 2007  99.636%    $1,494,540,000    0.350%    $ 5,250,000   99.286%    $1,489,290,000
6% Notes due 2012      99.668%    $1,993,360,000    0.450%    $ 9,000,000   99.218%    $1,984,360,000
                                  --------------              -----------              --------------
Combined Total                    $3,487,900,000              $14,250,000              $3,473,650,000
</Table>

     Interest on the notes will accrue from February 21, 2002 to the date of
delivery.

                         ------------------------------

     The underwriters expect to deliver the notes to purchasers in book-entry
form only through the facilities of The Depository Trust Company, Clearstream or
Euroclear, as the case may be, on or about February 21, 2002.

                         ------------------------------

BANC OF AMERICA SECURITIES LLC
           BARCLAYS CAPITAL
                       CREDIT SUISSE FIRST BOSTON
                                   DEUTSCHE BANC ALEX. BROWN
                                            JPMORGAN
                                                    SALOMON SMITH BARNEY
                                                            UBS WARBURG



                         ------------------------------

UTENDAHL CAPITAL PARTNERS, L.P.                        LOOP CAPITAL MARKETS, LLC
February 13, 2002
<PAGE>

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE ARE
NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED BY THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF
THIS PROSPECTUS SUPPLEMENT.

                               TABLE OF CONTENTS

<Table>
<S>                                        <C>
PROSPECTUS SUPPLEMENT

Prospectus Supplement Summary..........     S-4
Risk Factors...........................     S-9
Recent Developments....................    S-10
Use of Proceeds........................    S-10
Capitalization.........................    S-11
Selected Historical Financial Data and
  Other Information....................    S-12
Selected Financial Information for The
  Pillsbury Company....................    S-13
Unaudited Pro Forma Combined Financial
  Data.................................    S-14
Management.............................    S-17
Description of the Notes...............    S-17
United States Taxation.................    S-23
Underwriting...........................    S-28
Experts................................    S-30
Where You Can Find More Information....    S-30
Cautionary Statement Regarding Forward-
  Looking Statements...................    S-31
General Information....................    S-32
PROSPECTUS

General Mills, Inc.....................       3
Ratio of Earnings to Fixed Charges.....       4
Use of Proceeds........................       4
Description of Debt Securities We
  May Offer............................       4
Plan of Distribution...................      15
Validity of Debt Securities We May
  Offer................................      15
Experts................................      15
Where You Can Find More Information....      15
</Table>

                         ------------------------------

     THIS PROSPECTUS SUPPLEMENT CONTAINS THE TERMS OF THIS OFFERING OF NOTES.
THIS PROSPECTUS SUPPLEMENT, OR THE INFORMATION INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT, MAY ADD TO, UPDATE OR CHANGE INFORMATION IN THE ATTACHED
PROSPECTUS. IF INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS INCONSISTENT WITH
THE ATTACHED PROSPECTUS, THIS PROSPECTUS SUPPLEMENT, OR THE INFORMATION
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT, WILL APPLY AND WILL
SUPERSEDE THAT INFORMATION IN THE ATTACHED PROSPECTUS.

     IT IS IMPORTANT FOR YOU TO READ AND CONSIDER ALL INFORMATION CONTAINED IN
THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS IN MAKING YOUR INVESTMENT
DECISION. YOU SHOULD ALSO READ AND CONSIDER THE INFORMATION IN THE DOCUMENTS WE
HAVE REFERRED YOU TO IN "WHERE YOU CAN FIND MORE INFORMATION" IN THIS PROSPECTUS
SUPPLEMENT.

     AS USED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, ALL
REFERENCES TO "GENERAL MILLS", "WE", "US" AND "OUR" ARE TO GENERAL MILLS, INC.

     THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS INCLUDE
PARTICULARS GIVEN IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE LUXEMBOURG STOCK EXCHANGE FOR THE PURPOSE OF GIVING
INFORMATION ABOUT US. GENERAL MILLS ACCEPTS RESPONSIBILITY FOR THE INFORMATION
CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THE
LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR

                                       S-2
<PAGE>

IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

     WE CANNOT GUARANTEE THAT LISTING WILL BE OBTAINED ON THE LUXEMBOURG STOCK
EXCHANGE. INQUIRIES REGARDING OUR LISTING STATUS ON THE LUXEMBOURG STOCK
EXCHANGE SHOULD BE DIRECTED TO OUR LUXEMBOURG LISTING AGENT, DEXIA BANQUE
INTERNATIONALE A LUXEMBOURG.

     THE NOTES ARE OFFERED GLOBALLY FOR SALE IN THOSE JURISDICTIONS IN THE
UNITED STATES, EUROPE, ASIA AND ELSEWHERE WHERE IT IS LAWFUL TO MAKE THE OFFERS.
THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
AND THE OFFERING OF THE NOTES IN SOME JURISDICTIONS MAY BE RESTRICTED BY LAW.
PEOPLE WHO RECEIVE THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS SHOULD INFORM
THEMSELVES ABOUT AND OBSERVE THOSE RESTRICTIONS. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE, AND MAY NOT BE USED IN CONNECTION WITH, AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE THE OFFER OR SOLICITATION. SEE "UNDERWRITING."

     REFERENCES HEREIN TO "$" AND "DOLLARS" ARE TO UNITED STATES DOLLARS.

     TRADEMARKS AND SERVICEMARKS IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED
PROSPECTUS ARE SET FORTH IN CAPITAL LETTERS AND ARE OWNED OR LICENSED BY US OR
OUR SUBSIDIARIES.

                                       S-3
<PAGE>

                         PROSPECTUS SUPPLEMENT SUMMARY

     This summary contains a general summary of the information contained in
this prospectus supplement. The summary may not contain all of the information
that is important to you. You should carefully consider the information
contained in and incorporated by reference in the entire prospectus supplement
and the accompanying prospectus, including the information set forth under the
heading "Risk Factors" in this prospectus supplement. Our fiscal year ends on
the last Sunday in May. All references to our fiscal years are to our fiscal
years ending on the last Sunday in May of each such period.

                              GENERAL MILLS, INC.

OUR BUSINESS

     General Mills is a leading manufacturer and marketer of packaged consumer
foods. We market our products primarily through our own sales organizations,
supported by advertising and other promotional activities. We primarily
distribute our products directly to retail food chains, cooperatives, membership
stores and wholesalers. Certain food products, such as yogurt and some
foodservice and refrigerated products, are sold through distributors and
brokers.

     On October 31, 2001, we completed the acquisition of the worldwide
businesses of The Pillsbury Company from Diageo plc. For fiscal 2001, on a pro
forma basis assuming the Pillsbury acquisition and related dispositions occurred
at the beginning of that fiscal year, we had pro forma sales of more than $13
billion worldwide, including our proportionate share of joint venture revenues.
Our brands hold leading positions in 14 major U.S. food categories and we market
more than 100 consumer brands, of which more than 30 generate annual U.S. retail
sales in excess of $100 million each.

     Our primary product and service categories, our main brands, and the
contribution of each category to total pro forma fiscal 2001 sales (including
our proportionate share of joint venture sales) are outlined below:

     - Big G Cereals accounted for $2.6 billion in pro forma sales
       (approximately 19% of total pro forma sales) and includes such well-known
       brands as CHEERIOS, WHEATIES and TOTAL.

     - The Meals Division accounted for $2.3 billion in pro forma sales
       (approximately 17% of total pro forma sales) and includes BETTY CROCKER
       dry packaged dinner mixes, specialty potatoes and instant mashed
       potatoes, LLOYD's refrigerated entrees, OLD EL PASO Mexican foods,
       PROGRESSO soups, and GREEN GIANT canned and frozen vegetables and meal
       starters.

     - Pillsbury U.S. accounted for $1.7 billion in pro forma sales
       (approximately 13% of total pro forma sales) and includes a variety of
       PILLSBURY refrigerated dough products for cookies, breads and rolls;
       PILLSBURY frozen waffles and breakfast pastries; and TOTINO'S frozen
       pizza and snacks.

     - Bakeries and Foodservice accounted for $1.7 billion in pro forma sales
       (approximately 13% of total pro forma sales) and includes mixes and
       unbaked, par-baked and fully baked dough products marketed to bakeries,
       together with branded products and custom products that are offered to
       commercial and non-commercial foodservice sectors like school cafeterias,
       restaurants and convenience stores.

     - Baking Products accounted for $1.0 billion in pro forma sales
       (approximately 7% of total pro forma sales) and includes lines of
       dessert, muffin and cookie mixes under the BETTY CROCKER trademark;
       baking mix under the BISQUICK trademark; and flour under the GOLD MEDAL
       trademark.

     - Our Snacks Division had pro forma sales of $1.0 billion (approximately 7%
       of total pro forma sales) and includes POP SECRET microwave popcorn;
       BUGLES, CHEX and GARDETTO's snack mixes; and lines of grain snacks and
       fruit snacks.

     - Yoplait-Colombo/Health Ventures accounted for $800 million in pro forma
       sales (approximately 6% of total pro forma sales) and includes YOPLAIT
       and COLOMBO yogurt; Small Planet Foods, a marketer of organic food
       products; and 8th Continent, a soy product joint venture with DuPont.

                                       S-4
<PAGE>

     - International Operations collectively accounted for $2.5 billion in pro
       forma sales (approximately 18% of total pro forma sales) and includes
       Canada ($440 million), General Mills International ($1.0 billion), our
       share ($450 million) of sales of Cereal Partners Worldwide, a 50/50 joint
       venture with Nestle and our 40.5 percent share ($400 million) of Snack
       Ventures Europe, a joint venture with PepsiCo.

     General Mills was incorporated under the laws of the State of Delaware in
1928. On November 25, 2001, we employed approximately 27,000 persons worldwide.
Our principal executive offices are located at Number One General Mills
Boulevard, Minneapolis, Minnesota 55426; telephone number (763) 764-7600. See
"Where You Can Find More Information" on page S-30 for details about information
incorporated by reference into this prospectus supplement.

STRATEGY

     We believe our leading consumer brands and strong market positions, coupled
with our innovation and execution capabilities, have provided us with a
competitive advantage. In connection with the Pillsbury acquisition, we have
updated our growth strategy to incorporate the significant opportunities that
the Pillsbury businesses offer.

     We see more opportunities for product innovation in faster-growing
categories like refrigerated dough, frozen snacks and ready-to-serve
soup -- categories where Pillsbury's major brands hold leading positions.

     With our expanded foodservice business, we believe we have greater
opportunities to participate in this channel, where sales are expected to grow
faster than U.S. retail food sales. With Pillsbury, we now have a stronger
position in the $24 billion foodservice baking products segment, where Pillsbury
has successfully leveraged its significant dough technology.

     International expansion is our third growth driver, and the addition of
Pillsbury has expanded our opportunities to compete in markets outside the
United States. Our business in Canada has doubled in size, and we have added
nearly $1 billion in revenues from Pillsbury operations in growing markets in
Europe, Asia and Latin America.

     Finally, we have greater opportunities for margin expansion with the
Pillsbury acquisition. Our combination with Pillsbury is expected to generate
significant cost savings -- an estimated $400 million of annual pretax savings
by the end of the second full year of integration. We believe that combining the
two companies' supply chains also creates additional long-term opportunities for
ongoing productivity gains.

     We are working to integrate quickly the Pillsbury operations, and to focus
our innovation and brand-building efforts behind our portfolio. We believe this
combined business portfolio provides good prospects for growth.

                                       S-5
<PAGE>

                                  THE OFFERING
ISSUER........................   General Mills, Inc.

SECURITIES OFFERED............   $1,500,000,000 principal amount of 5 1/8% notes
                                 maturing
                                 February 15, 2007; and

                                 $2,000,000,000 principal amount of 6% notes
                                 maturing
                                 February 15, 2012.

INTEREST......................   Interest will accrue on the notes from February
                                 21, 2002 and will be payable on February 15 and
                                 August 15 of each year, beginning on August 15,
                                 2002.

RANKING.......................   The notes are unsecured obligations and rank
                                 equally in right of payment with all of our
                                 existing and future unsecured and
                                 unsubordinated indebtedness.

OPTIONAL REDEMPTION...........   The notes will be redeemable as a whole or in
                                 part, at our option, at any time, at a
                                 redemption price equal to the greater of (1)
                                 the principal amount being redeemed or (2) the
                                 sum of the present values of the remaining
                                 scheduled payments of principal and interest on
                                 the notes being redeemed, discounted to the
                                 redemption date on a semiannual basis (assuming
                                 a 360-day year consisting of twelve 30-day
                                 months) at the treasury yield (as defined
                                 below) plus 15 basis points in the case of the
                                 notes maturing 2007 and 20 basis points in the
                                 case of the notes maturing 2012, plus in each
                                 case accrued interest to the redemption date.
REDEMPTION OF NOTES FOR
TAX REASONS...................   We may redeem all, but not part, of the notes
                                 of each series upon the occurrence of specified
                                 tax events described under the heading
                                 "Description of the Notes -- Tax Redemption" in
                                 this prospectus supplement.

COVENANTS.....................   We will issue the notes under an indenture
                                 containing covenants that restrict our ability,
                                 with significant exceptions, to:

                                   - incur debt secured by liens; and

                                   - engage in sale/leaseback transactions.

USE OF PROCEEDS...............   We intend to use the net proceeds to repay a
                                 portion of the short-term indebtedness that we
                                 incurred in connection with the Pillsbury
                                 acquisition.
LONG-TERM SENIOR UNSECURED
DEBT RATINGS*.................   Standard & Poor's: A- (Outlook: Negative)
                                 Moody's: Baa1 (Outlook: Stable)
                                 Fitch: A- (Outlook: Stable)

                                 * Ratings are not a recommendation to purchase,
                                   hold or sell the notes, inasmuch as the
                                   ratings do not comment as to market price or
                                   suitability for a particular investor. The
                                   ratings are based on current information
                                   furnished to the rating agencies by us and
                                   information obtained by the rating agencies
                                   from other sources. The ratings are only
                                   accurate as of the date hereof and may be
                                   changed, superseded or withdrawn at any time
                                   as a result of changes in, or unavailability
                                   of, such information, and, therefore, a
                                   prospective purchaser should check the
                                   current ratings before purchasing the notes.
                                       S-6
<PAGE>

            SUMMARY SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
                             AND OTHER INFORMATION

     The following table sets forth summary selected consolidated historical
financial and other data for each of the fiscal years ended May 1997 through
2001 and for the twenty-six week periods ended November 2000 and 2001. Our
fiscal periods end on the last Sunday of each period. Fiscal 1998 was comprised
of fifty-three weeks; all others were comprised of fifty-two weeks. The table
also presents summary unaudited pro forma combined financial data for the fiscal
year ended May 2001 and the twenty-six week period ended November 2001.

     The selected historical financial data as of May 2000 and May 2001 and for
each of the fiscal years ended May 1999 through 2001 have been derived from, and
should be read together with, our audited consolidated financial statements and
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in the annual reports and other documents
that we have filed with the SEC and incorporated by reference in this prospectus
supplement and the accompanying prospectus. The selected historical financial
data as of May 1997, 1998 and 1999 and for each of the fiscal years ended May
1997 and 1998 have been derived from audited consolidated financial statements
not incorporated by reference. The selected historical financial data for the
twenty-six week periods ended November 2000 and November 2001 are unaudited and
have been derived from, and should be read together with, our unaudited
consolidated financial statements and related notes and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in the
quarterly reports and other documents that we have filed with the SEC and
incorporated by reference in this prospectus supplement and the accompanying
prospectus. In the opinion of our management, the unaudited historical financial
data were prepared on the same basis as the audited historical financial data
and include all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of this information. Results of operations for
the twenty-six week periods are not necessarily indicative of results of
operations that may be expected for the full fiscal year.

     On October 31, 2001, we acquired the worldwide businesses of The Pillsbury
Company from Diageo plc. The summary unaudited pro forma combined financial data
for the fiscal year ended May 2001 and the twenty-six week period ended November
2001 are derived from pro forma combined statements of earnings that combine the
companies' respective earnings statements as if the acquisition had occurred at
the beginning of the periods presented. Our consolidated statement of earnings
for the fiscal year ended May 2001 is combined with Pillsbury's combined
statement of operations for the year ended June 30, 2001. Our consolidated
statement of earnings for the twenty-six weeks ended November 25, 2001 is
combined with Pillsbury's combined statement of operations for the five months
ended October 31, 2001, including an additional month of Pillsbury's
international operations to adjust for those international operations being
reported on a one-month lag basis following the acquisition. This pro forma
financial information should be read in conjunction with the historical
financial statements of General Mills, filed as part of our annual report on
Form 10-K for the year ended May 27, 2001, the historical financial statements
of Pillsbury, which are contained in our current reports on Form 8-K/A filed
with the SEC on January 11, 2002 and January 29, 2002 and incorporated herein by
reference, and the unaudited pro forma financial information contained in this
prospectus supplement. The unaudited pro forma combined financial statements are
not necessarily indicative of the financial position or operating results that
would have occurred had the acquisition been consummated on the dates, or at the
beginning of the periods, for which the consummation of the acquisition is being
given effect.

                                       S-7
<PAGE>

<Table>
<Caption>
                                                 FISCAL YEARS ENDED IN MAY                     26 WEEKS ENDED IN NOVEMBER
                                   ------------------------------------------------------   ---------------------------------
                                                                                PRO FORMA                        PRO FORMA
                                    1997     1998     1999     2000     2001      2001       2000    2001(3)        2001
                                   ------   ------   ------   ------   ------   ---------   ------   -------   --------------
                                                                     (DOLLARS IN MILLIONS)
<S>                                <C>      <C>      <C>      <C>      <C>      <C>         <C>      <C>       <C>
STATEMENT OF EARNINGS DATA
Sales............................  $5,609   $6,033   $6,246   $6,700   $7,078    $12,492    $3,570   $ 4,114       $6,423
Total costs and expenses.........   4,899    5,356    5,388    5,753    6,080     11,193     3,025     3,628        5,891
                                   ------   ------   ------   ------   ------    -------    ------   -------       ------
Earnings before taxes and
  earnings (losses) from joint
  ventures.......................     710      677      858      947      998      1,299       545       486          532
Income taxes.....................     259      246      308      336      350        493       192       176          206
Earnings (losses) from joint
  ventures.......................      (6)      (9)     (15)       3       17         43         9        12           30
                                   ------   ------   ------   ------   ------    -------    ------   -------       ------
Earnings before cumulative effect
  of change in accounting
  principle......................     445      422      535      614      665        849       362       322          356
Cumulative effect of change in
  accounting principle...........      --       --       --       --       --         --        --        (3)          (3)
                                   ------   ------   ------   ------   ------    -------    ------   -------       ------
Net earnings.....................  $  445   $  422   $  535   $  614   $  665    $   849    $  362   $   319       $  353
                                   ======   ======   ======   ======   ======    =======    ======   =======       ======
BALANCE SHEET DATA
Total assets.....................  $3,902   $3,861   $4,141   $4,574   $5,091               $4,899   $17,124
Total debt.......................   1,874    2,058    2,317    3,260    3,428                3,491    10,010
Stockholders' equity.............     495      190      164     (289)      52                 (161)    3,553
Total capitalization.............   2,369    2,248    2,481    2,971    3,480                3,330    13,563
OTHER DATA
Capital expenditures.............  $  163   $  184   $  281   $  268   $  308               $  138   $   143
EBITDA(1)........................  $1,042   $1,145   $1,212   $1,308   $1,392               $  758   $   812
Ratio of EBITDA to interest
  expense........................   10.32x    9.77x   10.15x    8.61x    6.75x                7.07x     6.90x
Ratio of total debt to EBITDA....    1.80x    1.80x    1.91x    2.49x    2.46x                  --        --
Total debt as a percentage of
  total capitalization...........      79%      92%      93%     110%      99%                 105%       74%
Ratio of earnings to fixed
  charges(2).....................    6.54x    5.63x    6.67x    6.25x    5.29x                5.59x     4.66x
</Table>

- ---------------
(1) We define EBITDA for this purpose as earnings before interest and other
    financial charges, taxes on income, depreciation, amortization, unusual
    items and equity in income of affiliated companies without reduction for
    related other charges. EBITDA is a measure commonly used to analyze
    companies on the basis of operating performance. EBITDA is not a measure of
    financial performance under accounting principles generally accepted in the
    United States and should not be considered as an alternative to net income
    as a measure of performance, nor as an alternative to net cash provided by
    operating activities as a measure of liquidity. Because all companies do not
    calculate EBITDA in the same manner, EBITDA as calculated by us may differ
    from EBITDA as calculated by other companies.

(2) The ratio of earnings to fixed charges has been computed by dividing income
    before income taxes and earnings (losses) from joint ventures plus fixed
    charges (net of capitalized interest) by fixed charges. Fixed charges
    consist of interest expense before reduction for capitalized interest and
    one-third of rental expense, which is considered to be representative of an
    interest factor.

(3) On October 31, 2001, we completed our acquisition of The Pillsbury Company.
    The results of the acquired businesses are included in the consolidated
    statement of earnings beginning as of November 1, 2001. The assets and
    liabilities of the acquired business are included in the consolidated
    balance sheet as of November 2001.

                                       S-8
<PAGE>

                                  RISK FACTORS

     You should carefully consider the following factors and the other
information contained in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus. Please refer to our disclosures set
forth under the heading "Cautionary Statement Regarding Forward-Looking
Statements" in this prospectus supplement.

FAILURE TO INTEGRATE THE PILLSBURY BUSINESSES SUCCESSFULLY COULD ADVERSELY
AFFECT OUR FINANCIAL PERFORMANCE AND IMPACT OUR ABILITY TO MAKE PAYMENT ON THE
NOTES.

     There can be no assurance that the Pillsbury acquisition will generate the
anticipated business opportunities and synergies. In addition, we may face
difficulty in successfully integrating the Pillsbury businesses. The Pillsbury
acquisition involves a number of risks, including the risk that the acquired
businesses will not achieve the results we expect, the possibility that we may
not be able to retain key personnel, our limited experience with the operation
of new business lines, exposure to unanticipated events or liabilities, and the
potential disruption of our business.

     If we are unable to integrate the Pillsbury businesses successfully, we may
not realize anticipated cost savings and revenue growth, which may negatively
impact our profitability and cash flows. The occurrence of any of the events
referred to in the risks described above or other unforeseen developments in
connection with the acquisition and integration of Pillsbury could materially
and adversely affect our results of operations.

WE HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT OUR
FINANCIAL PERFORMANCE AND IMPACT OUR ABILITY TO MAKE PAYMENTS ON THE NOTES.

     We have significantly increased our level of indebtedness as a result of
our acquisition of Pillsbury. As of November 25, 2001, we had total debt of
approximately $10 billion, and the indenture and other agreements under which we
issued the indebtedness will not prevent us from incurring additional unsecured
indebtedness in the future.

     Our level of indebtedness could have important consequences to the holders
of the notes. For example, it:

     - may limit our ability to obtain additional financing for working capital,
       capital expenditures or general corporate purposes, particularly if the
       ratings assigned to our debt securities by rating organizations were
       revised downward;

     - will require us to dedicate a substantial portion of our cash flow from
       operations to the payment of principal and interest on our debt, reducing
       the funds available to us for other purposes including expansion through
       acquisitions, capital expenditures, marketing spending and expansion of
       our product offerings; and

     - may limit our flexibility to adjust to changing business and market
       conditions and make us more vulnerable to a downturn in general economic
       conditions as compared to our competitors.

     Our ability to make scheduled payments or to refinance our obligations with
respect to our indebtedness will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to
financial, business and other factors beyond our control.

YOU MAY NOT BE ABLE TO SELL THE NOTES PURCHASED IN THIS OFFERING.

     There is no existing trading market for the notes and we cannot make any
assurance as to:

     - the development of an active trading market;

     - the liquidity of any trading market that may develop;

     - the ability of holders to sell their notes; or

                                       S-9
<PAGE>

     - the price at which the holders would be able to sell their notes.

If a trading market were to develop, the future trading prices of the notes will
depend on many factors, including prevailing interest rates, our ratings
published by major credit rating agencies, the market for similar securities and
our financial performance.

     We understand that the underwriters presently intend to make a market in
the notes. However, they are not obligated to do so, and any market-making
activity with respect to the notes may be discontinued at any time without
notice. In addition, any market-making activity will be subject to the limits
imposed by United States securities laws.

                              RECENT DEVELOPMENTS

     On February 5, 2002, we issued a press release to report that unit volume
trends for our U.S. retail businesses have run below expectations through the
first two months of our fiscal 2002 third quarter. Our third-quarter plans
originally called for low single-digit unit volume growth and earnings of 40 to
44 cents per share before unusual items. In December, the first month of the
third quarter, we experienced unusually weak volumes across our retail
businesses. We believe that this primarily reflects a one-time disruption caused
by our transition to a new, combined sales organization handling the entire
range of Pillsbury and General Mills products. Our January shipment trends
showed improvement, and we expect to record further progress in February, but
this is not expected to offset the shortfall. As a result, we now expect our
third-quarter domestic retail unit volume will be down approximately 3 to 4
percent on a comparable basis, and we expect our earnings before unusual items
to total approximately 27 to 29 cents per share in the period. We expect our
domestic retail unit volume to grow at a low single-digit rate in the final
quarter of the year, resulting in fourth-quarter earnings before unusual items
of 43 to 45 cents per share and full-year fiscal 2002 earnings before unusual
items of between $1.90 and $1.93 per share.

     In connection with this information, Standard & Poor's reaffirmed our
long-term debt rating at A- and revised its outlook from stable to negative.
Moody's and Fitch did not adjust our ratings.

     The information provided in this section should be read together with the
risk factors described above as well as the information we have provided under
the heading "Cautionary Statements Regarding Forward-Looking Statements."

                                USE OF PROCEEDS

     The net proceeds of this offering, after underwriting discounts and
expenses, are estimated to be approximately $3,468,625,000. We intend to use the
net proceeds to repay a portion of the short-term indebtedness that we incurred
in connection with the Pillsbury acquisition. To finance the cash portion of the
Pillsbury acquisition price and a subsequent repurchase of shares from Diageo,
we entered into a $6 billion 364-day credit facility. We also have a $1 billion
364-day credit facility and a $1 billion five-year credit facility. We have
refinanced all of our initial borrowings under the $6 billion credit facility
through the issuance of commercial paper. As of December 31, 2001, we had
approximately $6.7 billion of outstanding commercial paper and other short-term
debt and no outstanding borrowings under our credit facilities. At December 31,
2001, our commercial paper and other short-term debt had a weighted average
interest rate of approximately 2.8% and a weighted average remaining maturity of
approximately 26 days. The $6 billion credit facility expires on October 29,
2002 and the amount of available borrowings under the facility will be reduced
by an amount equal to the principal amount of notes sold in this offering. In
addition, the available borrowings under the $6 billion credit facility have
been reduced by the amount of net proceeds received from the sale and
divestiture of certain businesses.

                                       S-10
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our consolidated capitalization as of
November 25, 2001 and as adjusted to give effect to the offering of the notes
and the payment of short-term debt with the net proceeds of this offering. This
table should be read in conjunction with our consolidated financial statements
and related notes incorporated by reference in this prospectus supplement and
the accompanying prospectus. Since November 25, 2001 to the date of this
prospectus supplement, there has not been any material change in the information
set forth below(1).

<Table>
<Caption>
                                                                AS OF NOVEMBER 25,
                                                                       2001
                                                                -------------------
                                                                ACTUAL     ADJUSTED
                                                                -------    --------
                                                                   (in millions)
<S>                                                             <C>        <C>
Cash and cash equivalents...................................    $   854    $   854
                                                                =======    =======
Short-term debt:
  Notes payable.............................................    $ 7,220    $ 3,751
  Current portion of long-term debt.........................        584        584
                                                                -------    -------
       Total short-term debt................................      7,804      4,335
Long-term debt:
  5 1/8% Notes due 2007.....................................         --      1,500
  6% Notes due 2012.........................................         --      2,000
  Other long-term debt......................................      2,206      2,206
                                                                -------    -------
       Total long-term debt.................................      2,206      5,706
                                                                -------    -------
Total debt..................................................     10,010     10,041
Stockholders' equity:
  Cumulative preferred stock................................         --         --
  Common stock..............................................      5,698      5,698
  Retained earnings.........................................      2,630      2,630
  Less common stock in treasury, at cost....................     (4,351)    (4,351)
  Unearned compensation.....................................        (54)       (54)
  Accumulated other comprehensive income....................       (370)      (370)
                                                                -------    -------
       Total stockholders' equity...........................      3,553      3,553
                                                                -------    -------
Total debt and stockholders' equity.........................    $13,563    $13,594
                                                                =======    =======
</Table>

- ---------------
(1) After November 25, 2001, we used a substantial portion of our cash and cash
    equivalents to repay notes payable. In addition, we used proceeds of
    approximately $600 million from the sale of our interest in certain
    businesses to further reduce short-term debt. As of January 25, 2002, we had
    notes payable of approximately $6 billion.

                                       S-11
<PAGE>

                       SELECTED HISTORICAL FINANCIAL DATA
                             AND OTHER INFORMATION

     The following table sets forth selected consolidated historical financial
data for each of the fiscal years ended May 1997 through 2001 and for the
twenty-six week periods ended November 2000 and 2001. Our fiscal periods end on
the last Sunday of each period. Fiscal 1998 was comprised of fifty-three weeks;
all other fiscal years were comprised of fifty-two weeks. The selected
historical financial data as of May 2000 and May 2001 and for each of the fiscal
years ended May 1999 through 2001 have been derived from, and should be read
together with, our audited consolidated financial statements and related notes
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in the annual reports and other documents that we have
filed with the SEC and incorporated by reference in this prospectus supplement
and the accompanying prospectus. The selected historical financial data as of
May 1997, 1998 and 1999 and for the fiscal years ended May 1997 and 1998 have
been derived from audited consolidated financial statements not incorporated by
reference. The selected historical financial data for the twenty-six week
periods ended November 2000 and 2001 are unaudited and have been derived from,
and should be read together with, our unaudited consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in the quarterly
reports and other documents that we have filed with the SEC and incorporated by
reference in this prospectus supplement and the accompanying prospectus. In the
opinion of our management, the unaudited historical financial data were prepared
on the same basis as the audited historical financial data and include all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of this information. The results of operations for the twenty-six
week period ended November 25, 2001 are not necessarily indicative of the
results of operations that may be expected for the full fiscal year.

<Table>
<Caption>
                                                                                             26 WEEKS ENDED
                                                       FISCAL YEARS ENDED IN MAY              IN NOVEMBER
                                               ------------------------------------------   ----------------
                                                1997     1998     1999     2000     2001     2000    2001(3)
                                                ----     ----     ----     ----     ----     ----    -------
                                                         (dollars in millions)                (unaudited)
<S>                                            <C>      <C>      <C>      <C>      <C>      <C>      <C>
STATEMENT OF EARNINGS DATA
Sales.......................................   $5,609   $6,033   $6,246   $6,700   $7,078   $3,570   $ 4,114
Total costs and expenses....................    4,899    5,356    5,388    5,753    6,080    3,025     3,628
                                               ------   ------   ------   ------   ------   ------   -------
Earnings before taxes and earnings (losses)
  from joint ventures.......................      710      677      858      947      998      545       486
Income taxes................................      259      246      308      336      350      192       176
Earnings (losses) from joint ventures.......       (6)      (9)     (15)       3       17        9        12
                                               ------   ------   ------   ------   ------   ------   -------
Earnings before cumulative effect of change
  in accounting principle...................      445      422      535      614      665      362       322
Cumulative effect of change in accounting
  principle.................................       --       --       --       --       --       --        (3)
                                               ------   ------   ------   ------   ------   ------   -------
Net earnings................................   $  445   $  422   $  535   $  614   $  665   $  362   $   319
                                               ======   ======   ======   ======   ======   ======   =======
BALANCE SHEET DATA
Total assets................................   $3,902   $3,861   $4,141   $4,574   $5,091   $4,899   $17,124
Total debt..................................    1,874    2,058    2,317    3,260    3,428    3,491    10,010
Stockholders' equity........................      495      190      164     (289)      52     (161)    3,553
Total capitalization........................    2,369    2,248    2,481    2,971    3,480    3,330    13,563
OTHER DATA
Capital expenditures........................   $  163   $  184   $  281   $  268   $  308   $  138   $   143
EBITDA(1)...................................   $1,042   $1,145   $1,212   $1,308   $1,392   $  758   $   812
Ratio of EBITDA to interest expense.........   10.32x    9.77x   10.15x    8.61x    6.75x    7.07x     6.90x
Ratio of total debt to EBITDA...............    1.80x    1.80x    1.91x    2.49x    2.46x       --        --
Total debt as a percentage of total
  capitalization............................      79%      92%      93%     110%      99%     105%       74%
Ratio of earnings to fixed charges(2).......    6.54x    5.63x    6.67x    6.25x    5.29x    5.59x     4.66x
</Table>

- ---------------
(1) We define EBITDA for this purpose as earnings before interest and other
    financial charges, taxes on income, depreciation, amortization, unusual
    items and equity in income of affiliated companies without

                                       S-12
<PAGE>

    reduction for related other charges. EBITDA is a measure commonly used to
    analyze companies on the basis of operating performance. EBITDA is not a
    measure of financial performance under accounting principles generally
    accepted in the United States and should not be considered as an alternative
    to net income as a measure of performance, nor as an alternative to net cash
    provided by operating activities as a measure of liquidity. Because all
    companies do not calculate EBITDA in the same manner, EBITDA as calculated
    by us may differ from EBITDA as calculated by other companies.

(2) The ratio of earnings to fixed charges has been computed by dividing income
    before income taxes plus fixed charges (net of capitalized interest) by
    fixed charges. Fixed charges consist of interest expense before reduction
    for capitalized interest and one-third of rental expense, which is
    considered to be representative of an interest factor.

(3) On October 31, 2001, we completed our acquisition of The Pillsbury Company.
    The results of the acquired businesses are included in the consolidated
    statement of earnings beginning as of November 1, 2001. The assets and
    liabilities of the acquired business are included in the consolidated
    balance sheet as of November 2001.

                       SELECTED HISTORICAL FINANCIAL DATA
                           FOR THE PILLSBURY COMPANY

     The following table sets forth selected combined historical financial data
for The Pillsbury Company, its subsidiaries and its related entities for the
fiscal years ended June 30, 2000 and 2001. The selected historical financial
data as of June 30, 2000 and 2001 and for each of the fiscal years ended June
30, 2000 and 2001 have been derived from, and should be read together with, the
audited combined financial statements of The Pillsbury Company, its subsidiaries
and its related entities and related notes contained in our current report on
Form 8-K/A filed with the SEC on January 11, 2002 and incorporated by reference
in this prospectus supplement and the accompanying prospectus.

<Table>
<Caption>
                                                                FISCAL YEARS ENDED
                                                                      JUNE 30
                                                                -------------------
                                                                  2000       2001
                                                                  ----       ----
<S>                                                             <C>         <C>
STATEMENT OF EARNINGS DATA
Sales.......................................................    $ 6,078     $6,067
Total costs and expenses....................................      6,245      6,153
                                                                -------     ------
Loss before taxes and earnings from joint ventures..........       (167)       (86)
Income tax benefit (expense)................................          4        (54)
Earnings from joint ventures, net of income taxes...........         22         26
                                                                -------     ------
Net loss....................................................    $  (141)    $ (114)
                                                                =======     ======
BALANCE SHEET DATA
Total assets................................................    $ 9,464     $9,262
Total liabilities...........................................     10,082      9,994
Stockholders' deficit.......................................       (618)      (732)
Total liabilities and stockholders' deficit.................      9,464      9,262
</Table>

                                       S-13
<PAGE>

                  UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

     The following unaudited pro forma information is presented to show the
estimated effect of our acquisition of Pillsbury.

     The pro forma combined statement of earnings combines the companies'
respective earnings statements as if the acquisition had occurred at the
beginning of each period presented. Our consolidated statement of earnings for
the fiscal year ended May 2001 is combined with Pillsbury's combined statement
of operations for the year ended June 30, 2001. Our consolidated statement of
earnings for the twenty-six weeks ended November 2001 is combined with
Pillsbury's combined statement of operations for the five months ended October
31, 2001, including an additional month of Pillsbury's international operations
to adjust for those international operations being reported on a one-month lag
basis following the acquisition. The unaudited pro forma combined financial
statements are based on the assumptions and adjustments described in the
accompanying notes.

     The pro forma adjustments reflecting the consummation of the acquisition
are based upon the purchase method of accounting and upon the assumptions set
forth in the notes to this pro forma combined financial information, including
the issuance of 134 million shares of General Mills common stock and the
subsequent repurchase from Diageo of 55 million shares under a put option
exercised by Diageo. This pro forma combined financial information should be
read in conjunction with the historical financial statements of General Mills,
filed as part of our annual report on Form 10-K for the year ended May 27, 2001
and the historical financial statements of Pillsbury, which are contained in our
current reports on Form 8-K/A filed with the SEC on January 11, 2002 and January
29, 2002 and incorporated by reference in this prospectus supplement.

     The pro forma adjustments do not reflect cost savings from synergies which
may be realized nor integration costs to be incurred subsequent to the
acquisition.

     The unaudited pro forma combined financial statements are not necessarily
indicative of the financial position or operating results that would have
occurred had the acquisition been consummated on the dates, or at the beginning
of the periods, for which the consummation of the acquisition is being given
effect. Therefore, these unaudited pro forma combined financial statements
should not be construed as representative of future operations. For purposes of
preparing the General Mills' consolidated financial statements, subsequent to
the acquisition, General Mills will establish a new basis for Pillsbury's assets
and liabilities based upon the fair values thereof and the General Mills
purchase price, including the costs of the acquisition. A final determination of
required purchase accounting adjustments, including the allocation of the
purchase price to the assets acquired and liabilities assumed based on their
respective fair values, has not yet been completed. Accordingly, the purchase
accounting adjustments made in connection with the development of the pro forma
combined financial information are preliminary and have been made solely for
purposes of developing such pro forma combined financial information. General
Mills has undertaken a study to determine the fair value of certain of
Pillsbury's assets and liabilities and will make appropriate purchase accounting
adjustments upon completion of that study. The actual financial position and
results of operations will differ, perhaps significantly, from the pro forma
amounts reflected herein.

                                       S-14
<PAGE>

               UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
                            YEAR ENDED MAY 27, 2001

<Table>
<Caption>
                                                                                       PRO FORMA (A)
                                                GENERAL                    -------------------------------------
                                                 MILLS       PILLSBURY      DIVESTED       MERGER
                                               HISTORICAL    HISTORICAL    BUSINESSES    ADJUSTMENTS    COMBINED
                                               ----------    ----------    ----------    -----------    --------
                                                                         (in millions)
<S>                                            <C>           <C>           <C>           <C>            <C>
Sales......................................      $7,078        $6,067        $(653)              (B)    $12,492
Cost of sales..............................       2,841         3,434         (335)                       5,940
Selling, general and administrative........       3,068         1,994         (190)         $(208)(C)     4,664
Interest, net..............................         206           681                        (307)(D)       580
Unusual items..............................         (35)           44                                         9
                                                 ------        ------        -----          -----       -------
Earnings (losses) before taxes and earnings
  of joint ventures........................         998           (86)        (128)           515         1,299
Income tax expense (benefit)...............         350            54          (52)           141(E)        493
Earnings from joint ventures...............          17            26                                        43
                                                 ------        ------        -----          -----       -------
Net earnings (losses)......................      $  665        $ (114)       $ (76)         $ 374       $   849
                                                 ======        ======        =====          =====       =======
</Table>

               UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
                        26 WEEKS ENDED NOVEMBER 25, 2001

<Table>
<Caption>
                                                                                       PRO FORMA (A)
                                                GENERAL                    -------------------------------------
                                                 MILLS       PILLSBURY      DIVESTED       MERGER
                                               HISTORICAL    HISTORICAL    BUSINESSES    ADJUSTMENTS    COMBINED
                                               ----------    ----------    ----------    -----------    --------
                                                                         (in millions)
<S>                                            <C>           <C>           <C>           <C>            <C>
Sales......................................      $4,114        $2,600        $(291)             (B)      $6,423
Cost of sales..............................       1,760         1,465         (150)                       3,075
Selling, general and administrative........       1,656           860          (82)         $(87)(C)      2,347
Interest, net..............................         118           255                        (98)(D)        275
Unusual items..............................          94           100                                       194
                                                 ------        ------        -----          ----         ------
Earnings (losses) before taxes and earnings
  (losses) of joint ventures...............         486           (80)         (59)          185            532
Income tax expense (benefit)...............         176             7          (24)           47(E)         206
Earnings (losses) from joint ventures......          12            21           (3)                          30
                                                 ------        ------        -----          ----         ------
Earnings (losses) before cumulative effect
  of change in accounting principle........         322           (66)         (38)          138            356
Cumulative effect of change in accounting
  principle................................          (3)                                                     (3)
                                                 ------        ------        -----          ----         ------
Net earnings (losses)......................      $  319        $  (66)       $ (38)         $138         $  353
                                                 ======        ======        =====          ====         ======
</Table>

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF EARNINGS (DOLLAR AMOUNTS IN
MILLIONS)

(A) The accompanying unaudited pro forma combined statement of earnings for the
    year ended May 27, 2001 combines the General Mills consolidated statement of
    earnings for the fiscal year ended May 27, 2001 with the Pillsbury combined
    statement of earnings for the year ended June 30, 2001, as if the
    acquisition had been consummated at May 29, 2000. The accompanying pro forma
    combined statement of earnings for the 26 weeks ended November 25, 2001
    combines the General Mills consolidated statement of earnings for the 26
    weeks ended November 25, 2001 with the Pillsbury combined statement of
    earnings for the 5 months ended October 31, 2001, including an additional
    month of Pillsbury's international operations to adjust for those
    international operations being reported on a one-month lag basis following
    the acquisition, as if the acquisition had been consummated at May 28, 2001.
    The

                                       S-15
<PAGE>

    Pillsbury historical statement of earnings includes those revenues and
    expenses either directly attributable to Pillsbury or that have been
    allocated based upon methods considered reasonable by Diageo's management.
    Adjustments are made to the pro forma combined statements of earnings to
    eliminate revenues and expenses associated with businesses divested. The pro
    forma combined statements of earnings do not include pro forma adjustments
    to reflect cost savings from synergies which may be realized subsequent to
    the acquisition. Not all nonrecurring transaction and integration costs
    associated with the acquisition are reflected in these pro forma combined
    statements of earnings. A final determination of the required purchase
    accounting adjustments has not yet been made, and the earnings results will
    vary from these pro forma earnings shown.

(B) Sales (and the implicit selling prices) are all as reported historically and
    have not been adjusted for any price changes.

(C) This adjustment represents the elimination of Pillsbury amortization of
    intangibles. Since the study to determine the fair value of certain of
    Pillsbury's assets and liabilities is not yet complete, the excess purchase
    price has not been allocated to any intangible assets other than goodwill.
    Therefore, there is no additional amortization expense included in the pro
    forma combined statements of earnings. When the study is complete and fair
    value amounts are assigned to identifiable intangibles with definite lives,
    there will be additional amortization expense included in the combined
    statement of earnings, however, we do not anticipate such amortization to be
    material.

     The General Mills historical consolidated statement of earnings for the 52
     weeks ended May 27, 2001 includes $23 million of goodwill amortization.
     Effective May 28, 2001, we adopted SFAS No. 142, "Goodwill and Intangible
     Assets" and our goodwill amortization has ceased.

(D) The interest adjustment for the 26 weeks ended November 25, 2001 of a
    reduction of $98 represents (1) the elimination of $245 of Pillsbury
    interest expense on its payables to affiliates and (2) the addition of $147
    for estimated interest expense (assuming a rate of 6.7%) for the debt that
    will ultimately be included on the General Mills balance sheet as a result
    of the Pillsbury acquisition and related divestitures.

     The interest adjustment for the year ended May 27, 2001 of a reduction of
     $307 represents (1) the elimination of $661 of Pillsbury interest expense
     on its payables to affiliates and (2) the addition of $354 for estimated
     interest expense (assuming a rate of 6.7%) for the debt that will
     ultimately be included on the General Mills balance sheet as a result of
     the Pillsbury acquisition and related divestitures.

     The assumed interest rate is consistent with our anticipated effective
     interest rate considering the interest rate swaps entered into in
     anticipation of the Pillsbury acquisition.

(E) The adjustment to tax expense results from providing taxes at a 37.0% rate
    (net combined federal and state) on the pro forma pretax interest
    adjustment. Any income tax benefit that Pillsbury had recorded associated
    with its amortization of intangibles is also eliminated.

                                       S-16
<PAGE>

                                   MANAGEMENT

     The following table sets forth information concerning the individuals who
serve as our directors and executive officers.

<Table>
<Caption>
NAME                                                                   TITLE
- ----                                                                   -----
<S>                                           <C>
Randy G. Darcy............................    Senior Vice President, Supply Chain Operations
Rory A. Delaney...........................    Senior Vice President, Innovation and Technology
Stephen R. Demeritt.......................    Director and Vice Chairman
Livio D. DeSimone.........................    Director
William T. Esrey..........................    Director
Raymond V. Gilmartin......................    Director
Judith Richards Hope......................    Director
Robert L. Johnson.........................    Director
John M. Keenan............................    Director
James A. Lawrence.........................    Executive Vice President and Chief Financial Officer
Siri S. Marshall..........................    Senior Vice President, Corporate Affairs; General
                                              Counsel and Secretary
Heidi G. Miller...........................    Director
Michael A. Peel...........................    Senior Vice President, Human Resources
Jeffrey J. Rotsch.........................    Senior Vice President, Sales and Channel Development
Stephen W. Sanger.........................    Chairman of the Board and Chief Executive Officer
Danny L. Strickland.......................    Senior Vice President, Innovation, Technology and
                                              Quality
A. Michael Spence.........................    Director
Dorothy A. Terrell........................    Director
Kenneth L. Thome..........................    Senior Vice President, Financial Operations
Raymond G. Viault.........................    Director and Vice Chairman
Paul S. Walsh.............................    Director
</Table>

                            DESCRIPTION OF THE NOTES

     The following description of the particular terms of the notes offered
hereby supplements the description of the general terms and provisions of debt
securities under the heading "Description of Debt Securities We May Offer" in
the accompanying prospectus. Terms used in this prospectus supplement that are
otherwise not defined will have the meanings given to them in the accompanying
prospectus.

     The notes will have the following terms:

<Table>
<Caption>
                                          PRINCIPAL       INTEREST        MATURITY
                                            AMOUNT          RATE            DATE
                                        --------------    --------    -----------------
<S>                                     <C>               <C>         <C>
Notes due 2007......................    $1,500,000,000    5 1/8%      February 15, 2007
Notes due 2012......................    $2,000,000,000        6%      February 15, 2012
</Table>

GENERAL

     The notes will mature at par on the respective maturity dates set forth
above. The notes will constitute part of our senior debt and will rank equally
and ratably with all of our other unsecured and unsubordinated indebtedness. We
have no indebtedness which is subordinated in right of payment to the notes at
the present time and we have no present intention to issue any such
indebtedness. The notes will be effectively subordinated to our secured
obligations, to the extent of the assets serving as security for such
obligations, and to all liabilities of our subsidiaries. We do not currently
have any material secured obligations or material subsidiary liabilities.

     We will issue the notes only in book-entry form, in denominations of $1,000
and integral multiples of $1,000. In certain limited circumstances, we could
issue certificated securities. See "-- Forms and

                                       S-17
<PAGE>

Settlement" below. Principal of and interest on the notes will be payable, and
the transfer of notes will be registrable, through the depositary as described
below.

     Interest on each series of notes will accrue from February 21, 2002 or from
the most recent date to which interest has been paid or provided for. Interest
will be payable twice a year, on February 15 and August 15, beginning August 15,
2002, to the person in whose name a note is registered at the close of business
on the January 31 or July 31 that precedes the date on which interest will be
paid. Interest payments for the notes will include accrued interest from and
including February 21, 2002 or from and including the last date in respect of
which interest has been paid, as the case may be, to, but excluding, the
interest payment date or the date of maturity, as the case may be. Interest
payable at the maturity of the notes will be payable to the registered holder of
the note to whom principal is payable. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

     If any interest payment date falls on a day that is not a business day, the
interest payment will be postponed to the next day that is a business day, and
no interest on that payment will accrue for the period from and after the
interest payment date. If the maturity date of the notes falls on a day that is
not a business day, the payment of interest and principal may be made on the
next succeeding business day, and no interest on that payment will accrue for
the period from and after the maturity date. As used in this prospectus
supplement, "business day" means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York or
in the place of presentation.

     The notes, the indenture and the underwriting agreement are governed by,
and will be construed in accordance with, the laws of the State of New York,
United States of America, applicable to agreements made and to be performed
wholly within such jurisdiction.

     In some circumstances, we may elect to discharge our obligations on the
notes through defeasance or covenant defeasance. See "Description of Debt
Securities We May Offer -- Defeasance" in the accompanying prospectus for more
information about how we may do this.

     We may, without the consent of the holders of notes of either series, issue
additional notes having the same ranking and the same interest rate, maturity
and other terms as the notes of such series being offered. Any additional notes
having the same terms, together with the notes of such series in this offering,
will constitute a single series of notes under the indenture. No additional
notes may be issued if an event of default has occurred with respect to the
applicable series of notes.

     If the notes are accepted for listing on the Luxembourg Stock Exchange, and
for so long as the rules of the Luxembourg Exchange so require, we will appoint
and maintain a paying agent and a transfer agent in Luxembourg, who shall
initially be Dexia Banque Internationale a Luxembourg. If we issue notes in
certificated form, see "-- Forms and Settlement" below, payment on the notes may
be made at the offices of the paying agent in Luxembourg, and any change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg. See
"-- Notices" below.

FORMS AND SETTLEMENT

     We will issue the notes of each series in the form of one or more fully
registered global securities registered in the name of a nominee of The
Depository Trust Company, or DTC, and deposit the global securities with a
custodian for DTC. You may hold a beneficial interest in the global securities
through DTC, Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
Euroclear, or Clearstream Banking, societe anonyme, or Clearstream, directly as
a participant in one of these systems or indirectly through financial
institutions that are participants in any of these systems.

     As an owner of a beneficial interest in the global securities, you will
generally not be entitled to have the notes registered in your name, will not be
entitled to receive certificates in your name evidencing the notes and will not
be considered the holder of any notes under the indenture.

                                       S-18
<PAGE>

     We will exchange interests in a global security for physical certificates
representing the notes of a series only if:

     - we notify the trustee that we wish to terminate the global security with
       respect to such series;

     - an event of default on the notes of such series has occurred and not been
       cured; or

     - DTC notifies us that it is unwilling or unable to continue as a clearing
       system for the global securities; or it ceases to be a clearing agency
       registered under the Securities Exchange Act of 1934, as amended, and, in
       either case, a successor clearing system is not appointed by us within 90
       days after receiving such notice from DTC or upon becoming aware that DTC
       is no longer so registered.

     In the event that physical certificates are issued, holders of the notes
will be able to receive payments, including principal and interest, on the notes
and effect transfer of the notes at the New York offices of our principal paying
agent in the United States, US Bank National Association, 100 Wall Street, New
York, New York, or our paying and transfer agent in Luxembourg, Dexia Banque
Internationale a Luxembourg, 69, route d'Esch, L-2953. Payment of principal and
interest on the notes represented by physical certificates will be made upon
presentation or surrender of the notes to our principal paying agent or our
Luxembourg transfer and paying agent. You must make arrangements to have
payments picked up at or wired from the appropriate agent. We may also elect to
pay interest by mailing checks. Holders of notes represented by physical
certificates may transfer or exchange such notes by surrendering the duly
endorsed notes at the office of our principal paying agent or our Luxembourg
transfer agent, together with instructions regarding the transfer or exchange.

     We will issue the notes only in denominations of $1,000 and integral
multiples of $1,000. You will have to make initial settlement for the global
securities in immediately available funds.

CLEARANCE AND SETTLEMENT

     DTC, Euroclear and Clearstream have established links among themselves to
facilitate the initial settlement of the notes and cross-market transfers of the
notes in secondary market trading. DTC will be linked to the respective
depositaries of Euroclear and Clearstream, which are financial institutions that
are participants in DTC.

     Although DTC, Euroclear and Clearstream have agreed to the procedures
provided below to facilitate transfers of notes among participants of DTC,
Euroclear and Clearstream, they are under no obligation to perform such
procedures. In addition, such procedures may be modified or discontinued at any
time. Neither we nor the trustee will have any responsibility for the
performance by DTC, Euroclear or Clearstream or their respective participants or
indirect participants of the obligations under the rules and procedures
governing their operations.

THE CLEARING SYSTEMS

  The Depository Trust Company

     DTC is:

     - a limited-purpose trust company organized under the New York Banking Law;

     - a "banking organization" under the New York Banking Law;

     - a member of the Federal Reserve System;

     - a "clearing corporation" under the New York Uniform Commercial Code; and

     - a "clearing agency" registered under Section 17A of the Securities
       Exchange Act.

     DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between its participants. It
does this through electronic book-entry changes in the accounts of its direct
participants, eliminating the need for physical movement of securities
certificates. DTC is owned by a number of its direct participants and by The New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
                                       S-19
<PAGE>

     DTC can act only on behalf of its direct participants, who in turn act on
behalf of indirect participants and certain banks. In addition, the global
security may not be physically transferred, except as a whole among DTC, its
nominees and their successors. Therefore, your ability to pledge a beneficial
interest in the global security to persons that do not participate in the DTC
system, and to take other actions, may be limited because you will not possess a
physical certificate that represents your interest.

  Euroclear and Clearstream

     Like DTC, Euroclear and Clearstream hold securities for their participants
and facilitate the clearance and settlement of securities transactions between
their participants through electronic book-entry changes in their accounts.
Euroclear and Clearstream provide various services to their participants,
including the safekeeping, administration, clearance and settlement and lending
and borrowing of internationally traded securities. Euroclear and Clearstream
participants are financial institutions such as underwriters, securities brokers
and dealers, banks, trust companies and other organizations. Some of the
underwriters for the notes may be participants in Euroclear or Clearstream.
Other banks, brokers, dealers and trust companies have indirect access to
Euroclear or Clearstream by clearing through or maintaining a custodial
relationship with a Euroclear or Clearstream participant.

  Global Clearance and Settlement Procedures

     Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC's rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market
trading between Clearstream or Euroclear participants will occur in the ordinary
way under the applicable rules and operating procedures of Clearstream and
Euroclear and will be settled using the procedures applicable to conventional
Eurobonds in immediately available funds.

     Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Clearstream or
Euroclear participants, on the other, will be effected in DTC in accordance with
DTC's rules on behalf of the relevant European international clearing system by
its U.S. depositary. However, the cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in such system in accordance with its rules and procedures
and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. depositary to take action to
effect final settlement on its behalf by delivering interests in the notes to or
receiving interests in the notes from DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Clearstream and Euroclear participants may not deliver instructions
directly to their respective U.S. depositaries.

     Because of time-zone differences, credits of interests in the notes
received in Clearstream or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
dated the business day following the DTC settlement date. The credits or any
transactions involving interests in the notes settled during such processing
will be reported to the relevant Clearstream or Euroclear participants on such
business day. Cash received in Clearstream or Euroclear as a result of sales of
interests in the notes by or through a Clearstream or a Euroclear participant to
a DTC participant will be received with value on the DTC settlement date but
will be available in the relevant Clearstream or Euroclear cash account only as
of the business day following settlement in DTC.

     Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of interests in the notes among
participants of DTC, Clearstream and Euroclear, they are under no obligation to
perform or continue to perform the procedures and the procedures may be changed
or discontinued at any time.

                                       S-20
<PAGE>

REDEMPTION

     Except as set forth below, the notes cannot be redeemed by us or by the
holders prior to maturity. The notes will be not be entitled to the benefit of
any sinking fund.

  Optional Redemption

     The notes of each series may be redeemed, in whole or in part, at our
option at any time or from time to time. The redemption price for the notes to
be redeemed on any redemption date will be equal to the greater of the following
amounts:

     - 100% of the principal amount of the notes being redeemed on the
       redemption date; or

     - the sum of the present values of the remaining scheduled payments of
       principal and interest on the notes being redeemed on that redemption
       date (not including any portion of any payments of interest accrued to
       the redemption date) discounted to the redemption date on a semiannual
       basis at the treasury rate (as defined below), as determined by the
       reference treasury dealer (as defined below), plus 15 basis points in the
       case of the notes maturing 2007 and 20 basis points in the case of the
       notes maturing 2012;

plus, in each case, accrued and unpaid interest on the notes to the redemption
date. Notwithstanding the foregoing, installments of interest on notes that are
due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered holders as
of the close of business on the relevant record date according to the notes and
the indenture. The redemption price will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

     We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the notes to be
redeemed. Once notice of redemption is mailed, the notes called for redemption
will become due and payable on the redemption date and at the applicable
redemption price, plus accrued and unpaid interest to the redemption date.
Notice of any redemption will be given in accordance with "-- Notices" below.

     "Treasury rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the comparable
treasury issue, assuming a price for the comparable treasury issue (expressed as
a percentage of its principal amount) equal to the comparable treasury price for
such redemption date.

     "Comparable treasury issue" means the United States Treasury security
selected by the reference treasury dealer as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes.

     "Comparable treasury price" means, with respect to any redemption date, (A)
the average of the reference treasury dealer quotations for such redemption
date, after excluding the highest and lowest such reference treasury dealer
quotations, or (B) if the trustee obtains fewer than three such reference
treasury dealer quotations, the average of all such quotations, or (C) if only
one reference treasury dealer quotation is received, such quotation.

     "Reference treasury dealer" means (A) Barclays Capital Inc., Deutsche Banc
Alex. Brown Inc. or Salomon Smith Barney Inc. (or their respective associates
which are primary treasury dealers), and their respective successors; provided,
however, that if Barclays Capital Inc., Deutsche Banc Alex. Brown Inc. or
Salomon Smith Barney Inc. shall cease to be a primary U.S. government securities
dealer in New York City (a "primary treasury dealer"), we will substitute
another primary treasury dealer; and (B) any other primary treasury dealer(s)
selected by the trustee after consultation with us.

     "Reference treasury dealer quotation" means, with respect to each reference
treasury dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee

                                       S-21
<PAGE>

by such reference treasury dealer at 5:00 p.m. (New York City time) on the third
business day preceding such redemption date.

     On and after the redemption date, interest will cease to accrue on the
notes or any portion of the notes called for redemption (unless we default in
the payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with a paying agent (or the trustee) money
sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on that date. If less than all of the notes of any series are to be
redeemed, the notes to be redeemed shall be selected by lot by The Depository
Trust Company, in the case of notes represented by a global note, or by the
trustee by a method the trustee deems to be fair and appropriate, in the case of
notes that are not represented by a global note.

  Tax Redemption

     We may redeem the notes of any series in whole, at our option at any time
prior to maturity, upon the giving of a notice of redemption as described below,
if we determine that, as a result of any change in or amendment to the laws (or
any regulations or rulings promulgated thereunder) of the United States or of
any political subdivision or taxing authority thereof or therein, or any change
in official position regarding the application or interpretation of such laws,
regulations or rulings, which change or amendment becomes effective on or after
the date of this prospectus supplement, we have or will become obligated to pay
additional amounts as described under "-- Payment of Additional Amounts" below
with respect to such notes for reasons outside our control and after taking
reasonable measures to avoid such obligation. The notes of such series will be
redeemed at a redemption price equal to 100% of the principal amount of the
notes, together with accrued and unpaid interest to the date fixed for
redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, we will deliver to the trustee:

     - a certificate stating that we are entitled to effect the redemption and
       setting forth a statement of facts showing that the conditions precedent
       to our right to so redeem have occurred; and

     - an opinion of independent counsel satisfactory to the trustee to the
       effect that we have or will become obligated to pay such additional
       amounts for the reasons described above;

provided that no such notice of redemption shall be given earlier than 60 days
prior to the earliest date on which we would be obligated to pay additional
amounts if a payment on the note of such series were then due.

     Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. This notice will be given in accordance
with "-- Notices" below.

PAYMENT OF ADDITIONAL AMOUNTS

     We will, subject to certain exceptions and limitations set forth below, pay
additional amounts to the beneficial owner of any note who is a foreign holder
that are necessary so that every net payment of principal and interest on the
note and any other amounts payable on the note, after withholding for or on
account of any present or future tax, assessment or governmental charge imposed
upon or as a result of such payment by the United States (or any political
subdivision or taxing authority thereof or therein), will not be less than the
amount provided for in the note to be then due and payable. We will not,
however, be required to make any payment of additional amounts to any beneficial
owner for or on account of:

     - any tax, assessment or other governmental charge that would not have been
       so imposed but for the existence of any present or former connection
       between the beneficial owner (or between a fiduciary, settlor,
       beneficiary, member or shareholder of such beneficial owner, if such
       beneficial owner is an estate, a trust, a partnership or a corporation)
       and the United States and its possessions, including, without limitation,
       the beneficial owner (or the fiduciary, settlor, beneficiary, member or
       shareholder) being or having been a citizen or resident of the United
       States or being or having been present or engaged in a trade or business
       or having or having had a permanent establishment in the United States;
                                       S-22
<PAGE>

     - any estate, inheritance, gift, sales, transfer or personal property tax
       or any similar tax, assessment or governmental charge;

     - any tax, assessment or other governmental charge imposed by reason of the
       beneficial owner's past or present status as a personal holding company
       or foreign personal holding company or controlled foreign corporation or
       passive foreign investment company with respect to the United States or
       as a corporation that accumulates earnings to avoid United States federal
       income tax;

     - any tax, assessment or other governmental charge that is payable
       otherwise than by withholding from payments on or in respect of any note;

     - any tax, assessment or other governmental charge that would not have been
       imposed but for the failure to comply with certification, information or
       other reporting requirements concerning the nationality, residence or
       identity of the beneficial owner of the note, if the compliance is
       required by statute or by regulation of the United States or of any
       political subdivision or taxing authority thereof or therein as a
       precondition to relief or exemption from the tax, assessment or other
       governmental charge;

     - any tax, assessment or other governmental charge imposed by reason of the
       beneficial owner's past or present status as the actual or constructive
       owner of 10% or more of the total combined voting power of all classes of
       our stock entitled to vote or as a controlled foreign corporation that is
       related directly or indirectly to us through stock ownership; or

     - any combination of these factors;

nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the note.

     We will not have to pay additional amounts in respect of any tax,
assessment or other governmental charge required to be withheld on a payment to
an individual pursuant to any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN (European Union's Economic
and Finance Ministers) Council meeting of November 26-27, 2000, the proposal
presented by the Commission of European Communities on July 18, 2001 for a
Council Directive to ensure effective taxation of savings income in the form of
interest payments within the European Union, or any law implementing or
complying with, or introduced in order to conform to, such Directive or
proposal.

NOTICES

     Notices to holders of the notes will be sent by mail to the registered
holders and, so long as the notes are listed on the Luxembourg Stock Exchange,
will be published in a daily newspaper of general circulation in Luxembourg. It
is expected that publication will be made in the Luxemburger Wort. This notice
will be deemed to have been given on the date of publication or, if published
more than once, on the date of the first publication. So long as the notes are
listed on the Luxembourg Stock Exchange, any appointment of or change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg in
the manner set forth above.

                             UNITED STATES TAXATION

     The following is a summary of the principal United States federal tax
consequences of the acquisition, ownership and disposition of the notes by an
initial purchaser who holds the notes as capital assets. The tax consequences to
the holders of the notes may vary depending upon each holder's particular
circumstances. This summary is based on the Internal Revenue Code of 1986, as
amended, referred to below as the Code, and existing and proposed Treasury
regulations, revenue rulings and judicial decisions, all of which are subject to
change, possibly retroactively.

                                       S-23
<PAGE>

     We urge prospective purchasers of the notes to consult their own tax
advisors regarding the United States federal tax consequences of the
acquisition, ownership and disposition of the notes in their particular
situations, as well as any tax consequences that may arise under the laws of any
foreign, state, local or other taxing jurisdiction or under an applicable tax
treaty.

                                  U.S. HOLDERS

     The following is a summary of the principal federal income tax consequences
to a U.S. holder, which for purposes of this discussion refers to a beneficial
owner of notes who is:

     - a citizen or resident of the United States;

     - a corporation, partnership or other entity treated as a corporation or a
       partnership for U.S. federal income tax purposes created or organized in
       or under the laws of the United States, any of its states or the District
       of Columbia;

     - an estate whose income is subject to U.S. federal income tax regardless
       of its source; or

     - a trust, if a court within the United States is able to exercise primary
       supervision over the administration of the trust and one or more United
       States persons have the authority to control all substantial decisions of
       the trust.

     Notwithstanding the preceding sentence, to the extent provided in
applicable regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to that date, that elect to continue to
be treated as United States persons will also be U.S. holders.

     The following summary deals only with notes held by U.S. holders and does
not deal with special classes of holders, such as dealers in securities or
currencies, financial institutions, life insurance companies, persons holding
notes as a hedge against or which are hedged against currency risks and persons
whose functional currency is not the U.S. dollar. A person considering the
purchase of notes should consult his or her own tax advisor concerning these
matters.

GENERAL

     As a general rule, interest paid or accrued on the notes will be treated as
ordinary income to U.S. holders. A U.S. holder using the accrual method of
accounting for federal income tax purposes must include interest paid or accrued
on the notes in ordinary income as the interest accrues in accordance with its
method of accounting. A U.S. holder using the cash receipts and disbursements
method of accounting for federal income tax purposes must include interest in
ordinary income when payments are received or made available for receipt by the
holder.

SALE, EXCHANGE OR RETIREMENT OF NOTES

     Upon the sale, exchange, retirement or other disposition of a note, a U.S.
holder will recognize gain or loss equal to the difference between the amount
realized from the sale, exchange, retirement or other disposition and the
holder's adjusted basis in the note. For these purposes, the amount realized
will not include any amount attributable to accrued interest on the note, which
will be taxed as ordinary interest income, as described above. The holder's
adjusted basis generally will equal the cost of the note to the holder. Any gain
or loss recognized upon a sale, exchange, retirement or other disposition of a
note will be capital gain or loss and will be long-term capital gain or loss if
the note was held for more than one year.

WITHHOLDING TAXES AND REPORTING REQUIREMENTS

     For each calendar year in which the notes are outstanding, U.S. holders and
the Internal Revenue Service or IRS will receive reports of interest payments
and payments of principal on a note to the extent required by the Code. These
amounts will ordinarily not be subject to withholding of U.S. federal income
tax. However, a backup withholding tax at the applicable rate specified in the
Code (currently 30%) will apply to the payments if a U.S. holder fails
                                       S-24
<PAGE>

to supply the holder's taxpayer identification number or, generally, to report
all interest and dividends required to be shown on its federal income tax
returns.

                                FOREIGN HOLDERS

     The following summary describes the principal U.S. federal income and
estate tax consequences of purchase, ownership and disposition of the notes by a
foreign holder. In this document, we use the term "foreign holder" to refer to a
beneficial owner of a note that is not a U.S. holder.

     This summary does not discuss all of the tax consequences that may be
relevant to foreign holders in light of their particular circumstances or to
foreign holders subject to special rules, such as nonresident alien individuals
who have lost their U.S. citizenship or who have ceased to be treated as
resident aliens.

WITHHOLDING TAXES

     Subject to the discussion below concerning backup withholding, payments of
principal, interest and premium on the notes by us or by any of our paying
agents to any foreign holder will not be subject to U.S. federal withholding
tax, provided that, in the case of interest:

     - the foreign holder does not own, actually or constructively, 10 percent
       or more of the total combined voting power of all classes of our stock
       entitled to vote, is not a controlled foreign corporation related,
       directly or indirectly, to us through stock ownership, and is not a bank
       receiving interest described in Section 881(c)(3)(A) of the Code; and

     - the foreign holder of the note fulfills the certification statement
       requirements set forth in Section 871(h) or Section 881(c) of the Code,
       which are described below.

SALE, EXCHANGE OR DISPOSITION OF NOTES

     A foreign holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or other disposition of a note, unless:

     - the holder is an individual who is present in the United States for 183
       days or more in the taxable year of disposition, and either:

        - the individual has a "tax home" (as defined in Code Section 911(d)(3))
          in the United States (unless the gain is attributable to a fixed place
          of business in a foreign country maintained by the individual and has
          been subject to foreign tax of at least 10 percent); or

        - the gain is attributable to an office or other fixed place of business
          that the individual maintains in the United States; or

     - the gain is effectively connected with the conduct by the foreign holder
       of a trade or business in the United States.

ESTATE TAXES

     A note held by an individual who is not treated as a citizen or resident of
the United States at the time of his death will not be subject to U.S. federal
estate tax as a result of the individual's death, provided that:

     - the individual does not own, actually or constructively, 10 percent or
       more of the total combined voting power of all classes of our stock
       entitled to vote; and

     - at the time of the individual's death, payments on the note would not
       have been effectively connected with the conduct by that individual of a
       trade or business in the United States.

                                       S-25
<PAGE>

CERTIFICATION STATEMENT REQUIREMENTS

     In order to obtain the portfolio interest exemption from withholding tax
described under the heading "Withholding Taxes" above, the foreign holder of a
note must comply with statement requirements imposed by Sections 871(h) and
881(c) of the Code. These requirements generally will be satisfied if the
foreign holder of a note certifies on IRS Form W-8 BEN, under penalties of
perjury, that it is not a U.S. person and provides its name and address. In
addition, any financial institution holding the note on behalf of the foreign
holder must file a statement with the withholding agent to the effect that it
has received the required statement from the foreign holder and must furnish a
copy of the statement to the withholding agent.

     In general, for notes held by a foreign partnership, unless the foreign
partnership has entered into a withholding agreement with the IRS or filed a
statement with the IRS certifying that payments on the note are effectively
connected with the conduct of a U.S. trade or business by the partnership, a
foreign partnership will be required, in addition to providing a partnership
withholding certificate on IRS Form W-8 IMY, to attach an appropriate
certification by each partner.

     Payments to foreign holders which do not meet the requirements for the
portfolio interest exemption from withholding tax and which are therefore
subject to withholding of U.S. federal income tax may nevertheless be exempt
from withholding or subject to withholding at a reduced rate if the foreign
holder of the note, or his agent, provides the withholding agent with a properly
executed IRS Form W8-BEN claiming an exemption from withholding or a reduced
withholding rate under the benefit of a tax treaty.

     If a foreign holder is engaged in a trade or business in the United States,
and if interest on the note or gain realized on its sale, exchange or other
disposition is effectively connected with the conduct of this trade or business,
the foreign holder, although exempt from the withholding tax discussed above,
will generally be subject to regular U.S. income tax on interest and on any gain
realized on the sale, exchange or other disposition of a note in the same manner
as if it were a U.S. holder. In this case, the foreign holder must provide to
the withholding agent a properly executed IRS Form W-8 ECI in order to claim an
exemption from withholding tax. In addition, if the foreign holder is a foreign
corporation, it may be subject to a branch profits tax equal to 30%, or a lower
rate provided by an applicable treaty, of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For purposes of the branch
profits tax, interest on, and any gain recognized on the sale, exchange or other
disposition of, a note will be included in the effectively connected earnings
and profits of the foreign holder if the interest or gain is effectively
connected with the conduct by the foreign holder of a trade or business in the
United States.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Backup withholding will not apply to payments made on a note:

     - if the holder certifies that it is not a U.S. person; or

     - if the holder otherwise establishes an exemption;

     provided that we or our paying agent do not have actual knowledge that the
holder is a U.S. person.

     Payments on the sale, exchange or other disposition of a note made to or
through a foreign office of a broker or middleman generally will not be subject
to information reporting or backup withholding. However, information reporting,
but not backup withholding, may apply to those payments if the broker or
middleman is one of the following:

     - a U.S. person;

     - a controlled foreign corporation for U.S. federal income tax purposes;

     - a foreign person 50 percent or more of whose gross income is effectively
       connected with the conduct of a U.S. trade or business for a specified
       three-year period; or

     - a foreign partnership with certain connections to the U.S.

                                       S-26
<PAGE>

     In the above circumstances, information reporting will be required unless
the broker or middleman has in its records documentary evidence that the
beneficial owner is not a U.S. person and other conditions are met, or the
beneficial owner otherwise establishes an exemption. Backup withholding may
apply to any payment that the broker or middleman is required to report if the
broker has actual knowledge that the payee is a U.S. person.

     Payment of the proceeds of a sale of a note to or through the U.S. office
of a U.S. or foreign broker will be subject to backup withholding and
information reporting unless the holder certifies, under penalties of perjury,
that it is not a U.S. person (and the payor does not have actual knowledge that
the beneficial owner is a U.S. person) or otherwise establishes an exemption.

     Any amounts withheld from a payment to a foreign holder under the backup
withholding rules will be allowed as a credit against that holder's U.S. federal
income tax liability and may entitle the holder to a refund, provided that the
holder furnishes the required information to the IRS.

                                       S-27
<PAGE>

                                  UNDERWRITING

     Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus supplement, each underwriter named below has
severally agreed to purchase, and we have agreed to sell to each underwriter,
the principal amount of notes stated opposite the name of each underwriter.

<Table>
<Caption>
                                                              PRINCIPAL AMOUNT          PRINCIPAL AMOUNT
                                                          OF 5 1/8% NOTES DUE 2007    OF 6% NOTES DUE 2012
                     UNDERWRITERS                         ------------------------    --------------------
<S>                                                       <C>                         <C>
Barclays Capital Inc..................................         $  238,650,000            $  318,200,000
Deutsche Banc Alex. Brown Inc.........................            238,650,000               318,200,000
Salomon Smith Barney Inc..............................            238,650,000               318,200,000
Credit Suisse First Boston Corporation................            169,350,000               225,800,000
Banc of America Securities LLC........................            136,650,000               182,200,000
J.P. Morgan Securities Inc............................            136,650,000               182,200,000
UBS Warburg LLC.......................................            136,650,000               182,200,000
Utendahl Capital Partners, L.P........................             26,250,000                35,000,000
Loop Capital Markets, LLC.............................             26,250,000                35,000,000
Credit Lyonnais Securities (USA) Inc..................             24,150,000                32,200,000
Tokyo-Mitsubishi International plc....................             19,800,000                26,400,000
Mizuho International plc..............................             17,850,000                23,800,000
SunTrust Capital Markets, Inc.........................             17,850,000                23,800,000
Wells Fargo Van Kasper, LLC...........................             17,850,000                23,800,000
ABN AMRO Incorporated.................................             12,150,000                16,200,000
Mellon Financial Markets, LLC.........................             12,150,000                16,200,000
U.S. Bancorp Piper Jaffray Inc........................             11,100,000                14,800,000
BNY Capital Markets, Inc..............................              5,850,000                 7,800,000
Wachovia Securities, Inc..............................              4,800,000                 6,400,000
BNP Paribas Securities Corp...........................              2,100,000                 2,800,000
Fleet Securities, Inc.................................              2,100,000                 2,800,000
HSBC Securities (USA) Inc.............................              2,100,000                 2,800,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated....              2,100,000                 2,800,000
Cooperatieze Centrale Raiffeisen-Boerenleenbank B.A.
  (Rabobank International), New York Branch...........                300,000                   400,000
                                                               --------------            --------------
       Total..........................................         $1,500,000,000            $2,000,000,000
                                                               ==============            ==============
</Table>

     Barclays Capital Inc., Deutsche Banc Alex. Brown Inc. and Salomon Smith
Barney Inc. are joint book-running managers for our offering of notes.

     The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the notes if they purchase any of
the notes.

     The underwriters propose to offer some of the notes directly to the public
at the public offering price stated on the cover page of this prospectus
supplement and some of the notes to certain dealers at the public offering price
less a concession not in excess of 0.225% of the aggregate principal amount of
the notes due 2007 and a concession not in excess of 0.300% of the aggregate
principal amount of the notes due 2012. The underwriters may allow, and these
dealers may reallow, a concession not in excess of 0.200% of the aggregate
principal amount of the notes of either series on sales to other dealers. After
the initial offering of the notes to the public, the public offering price and
these concessions may be changed by the underwriters.

     In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment
involves syndicate sales of notes in excess of the principal amount of notes to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of the notes
in the open market after the distribution has been completed in order to cover

                                       S-28
<PAGE>

syndicate short positions. Stabilizing transactions consist of bids or purchases
of notes made for the purpose of preventing or retarding a decline in the market
price of the notes while the offering is in progress.

     The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when they,
in covering syndicate short positions or making stabilizing purchases,
repurchase notes originally sold by that syndicate member.

     Any of these activities may cause the price of the notes to be higher than
the price that otherwise would exist in the open market in the absence of those
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.

     We estimate that the total expenses of this offering, excluding
underwriting discounts, will be approximately $5,025,000.

     Deutsche Banc Alex. Brown Inc. will assume the risk of any unsold allotment
that would otherwise be purchased by Utendahl Capital Partners, L.P.

     Members of the underwriting group and their affiliates have performed
investment banking and advisory and general financing and banking services for
us from time to time, and one or more such underwriters and their affiliates are
currently our lenders, for which they have received customary fees and expenses.
In addition, an affiliate of the Trustee is a member of the underwriting group.
The underwriters and their affiliates may, from time to time, be customers of,
engage in transactions with and perform services for us in the ordinary course
of their business. Because more than 10% of the net offering proceeds, not
including underwriting compensation, may be paid to members of the National
Association of Securities Dealers, Inc. participating in the distribution of the
offering or associated or affiliated persons of such members, this offering will
be conducted in compliance with the applicable provisions of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers.

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make for those liabilities.

     The notes are offered for sale in those jurisdictions in the United States,
Europe, Asia and elsewhere where it is lawful to make the offers.

     Each of the underwriters has represented and agreed that it has not and
will not offer, sell or deliver any of the notes directly or indirectly, or
distribute this prospectus supplement or the prospectus or any other offering
material relating to the notes, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and
regulations thereof and that will not impose any obligations on us except as set
forth in the underwriting agreement.

     In particular, each underwriter has represented and agreed that:

     - It has not offered or sold and will not offer or sell any notes to
       persons in the United Kingdom for a period of six months from the issue
       date of the notes except to persons whose ordinary activities involve
       them in acquiring, holding, managing or disposing of investments as
       principal or agent for the purpose of their businesses or otherwise in
       circumstances which have not resulted and will not result in an offer to
       the public in the United Kingdom within the meaning of the Public Offers
       of Securities Regulations 1995, referred to below as the POS Regulations,
       or the Financial Services Act 1986, referred to below as the FS Act, or
       (after repeal of Part IV of the FS Act) the Financial Services and
       Markets Act 2000, which we refer to below as the FSMA.

     - It has only issued or passed on, and will only issue or pass on, in the
       United Kingdom, before the repeal of section 57 of the FS Act, any
       document received by it in connection with the issuance or sale of the
       notes other than any document that consists of, or any part of a
       prospectus, supplementary prospectus or any other document required or
       permitted to be published by the POS Regulations, or Part IV of the FS
       Act, or otherwise approved for the purpose of section 57 of the FS Act to
       a person who was an authorized person or exempted person within the
       meaning of the FS Act or any order

                                       S-29
<PAGE>

       made thereunder or to any other person who was of a kind described in
       Article 11(3) of the Financial Services Act 1986 (Investment
       Advertisements) (Exemptions) Order 1996 (as amended), or was a person to
       whom the document may otherwise lawfully be issued or passed on. After
       repeal of section 57 of the FS Act, it will only communicate or cause to
       be communicated an invitation or inducement to engage in investment
       activity within the meaning of section 21 of the FSMA received by it in
       connection with the issue or sale of the notes in circumstances in which
       section 21(1) of the FSMA does not apply to General Mills or where the
       content of the communication has been approved for purposes of section 21
       of the FSMA.

     - It has complied and will comply with all applicable provisions of the FS
       Act and, after they come into force, all applicable provisions of the
       FSMA, with respect to anything done by it in relation to any notes in,
       from or otherwise involving the United Kingdom.

     - It will not offer or sell any notes directly or indirectly in Japan or
       to, or for the benefit of any Japanese person or to others, for
       re-offering or re-sale directly or indirectly in Japan or to any Japanese
       person except under circumstances which will result in compliance with
       all applicable laws, regulations and guidelines promulgated by the
       relevant governmental and regulatory authorities in effect at the
       relevant time. For purposes of this paragraph, "Japanese person" means
       any person resident in Japan, including any corporation or other entity
       organized under the laws of Japan.

     Although application has been made to list the notes on the Luxembourg
Stock Exchange, the notes are a new issue of securities with no established
trading market. No assurance can be given as to the liquidity of, or the trading
markets for, the notes. Purchasers of the notes may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the country
of purchase in addition to the issue prices set forth on the cover page of this
prospectus supplement. We have been advised by the underwriters that they intend
to make a market in the notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice.

     It is expected that delivery of the notes will be made against payment on
or about February 21, 2002, which is the fifth business day following the date
of this prospectus supplement. This settlement cycle is referred to in this
prospectus supplement as "T+5". The ability to settle secondary market trades of
the notes effected on the date of pricing and the succeeding business day may be
affected by T+5.

                                    EXPERTS

     The consolidated financial statements and schedules of General Mills and
its subsidiaries as of May 27, 2001 and May 28, 2000 and for each of the fiscal
years in the three-year period ended May 27, 2001 have been incorporated by
reference in this prospectus and in the registration statement in reliance upon
the reports of KPMG LLP, independent certified public accountants, which reports
are also incorporated by reference in this prospectus and upon the authority of
KPMG LLP as experts in accounting and auditing.

     The combined financial statements of The Pillsbury Company, its
subsidiaries and its related entities, a business of Diageo plc, as of June 30,
2001 and 2000 and for each of the fiscal years in the three-year period ended
June 30, 2001 have been incorporated by reference in this prospectus and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, which report is also incorporated by reference in
this prospectus and upon the authority of KPMG LLP as experts in accounting and
auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public through
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room at 450 Fifth Street
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.

     The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated
                                       S-30
<PAGE>

by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until we sell all of the notes:

     - Annual Report on Form 10-K for the year ended May 27, 2001;

     - Quarterly Reports on Form 10-Q for the quarters ended November 25, 2001
       and August 26, 2001;

     - Current Report on Form 8-K filed on November 2, 2001, as amended by
       Current Reports on Form 8-K/A filed on November 5, 2001, January 11, 2002
       (including audited financial statements of The Pillsbury Company, its
       subsidiaries and its related entities as of and for the fiscal years
       ended June 30, 2000 and 2001) and January 29, 2002;

     - Current Report on Form 8-K filed on November 15, 2001; and

     - Current Report on Form 8-K filed on February 4, 2002.

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

    Corporate Secretary
    Number One General Mills Blvd.
    Minneapolis, MN 55426
    (763) 764-2167

     For as long as the notes are listed on the Luxembourg Stock Exchange, the
documents incorporated by reference in this prospectus supplement and our
periodic reports filed with the SEC will be available without charge from our
transfer and paying agent in Luxembourg, Dexia Banque Internationale a
Luxembourg, 69, route d'Esch, L-2953 Luxembourg.

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     We and our representatives may from time to time make written or oral
forward-looking statements with respect to our annual or long-term goals,
including statements contained in our filings with the SEC and in our reports to
stockholders.

     The words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to risks
and uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. We caution
readers not to place undue reliance on any of our forward-looking statements,
which speak only as of the date made.

     In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, we are identifying important factors that could
affect our financial performance and could cause our actual results for future
periods to differ materially from any opinions or statements expressed with
respect to future periods in any current statements.

     Our future results could be affected by a variety of factors, such as
competitive dynamics in our businesses, including pricing and promotional
spending levels by premium branded manufacturers and by lower-priced bagged
cereal and private label competitors. Results could also be affected by other
external factors such as:

     - economic conditions;

     - the impact of competitive products and pricing, including changes in the
       ready-to-eat cereal market;

     - product development;

     - actions of competitors other than as described above;

                                       S-31
<PAGE>

     - changes in laws and regulations, including changes in accounting
       standards;

     - customer demand;

     - effectiveness of advertising and marketing spending or programs;

     - consumer perception of health-related issues;

     - fluctuations in the cost and availability of supply chain resources; and

     - foreign economic conditions, including currency rate fluctuations.

     Our predictions about the benefits of the Pillsbury acquisition could be
further affected by:

     - integration problems;

     - failure to achieve anticipated synergies;

     - difficulty consolidating manufacturing capacity;

     - unanticipated liabilities;

     - inexperience in new business lines; and

     - changes in the competitive environment.

     Our debt securities are rated by rating organizations. Investors should
note that a security rating is not a recommendation to buy, sell or hold
securities, that it is subject to revision or withdrawal at any time by the
assigning rating agency, and that each rating should be evaluated independently
of any other rating.

     We specifically decline to undertake any obligation to publicly revise any
forward-looking statements that have been made to reflect events or
circumstances after the date of those statements or to reflect the occurrence of
anticipated or unanticipated events.

                              GENERAL INFORMATION

LISTING

     We have applied to list the notes on the Luxembourg Stock Exchange. In
connection with the listing application, our restated certificate of
incorporation and by-laws and a legal notice relating to the issuance of the
notes have been deposited prior to listing with Greffier en Chef du Tribunal
d'Arrondissement de et a Luxembourg, where copies of these documents may be
obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the indenture and our
current Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as future reports, so long as the notes are listed
on the Luxembourg Stock Exchange, will be made available for inspection and may
be obtained at the main office of Dexia Banque Internationale a Luxembourg in
Luxembourg. We typically do not prepare or publish unconsolidated financial
information. Dexia Banque Internationale a Luxembourg will act as intermediary
for us and the holders of the notes. In addition, copies of the above reports of
General Mills may be obtained free of charge at that office. The underwriting
agreement will be available for inspection at Dexia Banque Internationale a
Luxembourg, 69, route d'Esch, L-2953 Luxembourg. Dexia Banque Internationale a
Luxembourg will act as intermediary between the Luxembourg Stock Exchange and
General Mills and the holders of the notes so long as the notes are in global
form.

INDEPENDENT ACCOUNTANTS

     The Independent Accountants of General Mills are KPMG LLP, Minneapolis,
Minnesota.

                                       S-32
<PAGE>

MATERIAL CHANGE

     Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
our financial position as of the date of this prospectus supplement since May
27, 2001.

LITIGATION

     Other than as disclosed or contemplated in the documents incorporated
herein by reference, neither we nor any of our subsidiaries is involved in
litigation, arbitration or administrative proceedings relating to claims or
amounts that are material in the context of the issue of the notes and we are
not aware of any such litigation, arbitration or administrative proceedings,
pending or threatened as of the date of this prospectus supplement.

AUTHORIZATION

     Resolutions relating to the issue and sale of the notes were adopted by the
Board of Directors of General Mills on December 17, 2001.

IDENTIFICATION NUMBERS

     The notes have been accepted for clearing through Euroclear and
Clearstream. The notes have been assigned the following codes:

<Table>
<Caption>
                                         CUSIP           ISIN       COMMON CODE
                                      ------------   ------------   -----------
<S>                                   <C>            <C>            <C>
5 1/8% Notes due 2007...............   370334 AR 5   US370334AR52    14365907
6% Notes due 2012...................   370334 AS 3   US370334AS36    14365605
</Table>

                                       S-33
<PAGE>

                              [GENERAL MILLS LOGO]

                                 $8,000,000,000

                              GENERAL MILLS, INC.
                                DEBT SECURITIES

                                ---------------

     This prospectus is part of a registration statement that we filed with the
SEC using a shelf registration process. Under this shelf process, we may sell
the debt securities described in this prospectus in one or more offerings up to
a total dollar amount of $8,000,000,000.

     This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide one
or more prospectus supplements containing specific information about the terms
of that offering. The prospectus supplements may also add, update or change
information contained in this prospectus.

     We may sell these securities to or through underwriters, and also to other
purchasers or through agents. The names of the underwriters or agents will be in
any accompanying prospectus supplement.

     You should read both this prospectus and any prospectus supplement together
with additional information described under the heading "Where You Can Find More
Information" on page 15.

     This prospectus may not be used to carry out sales of securities unless
accompanied by a prospectus supplement.

                                ---------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                ---------------

               The date of this Prospectus is February 11, 2002.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
General Mills, Inc. ........................................    3
Ratios of Earnings to Fixed Charges.........................    4
Use of Proceeds.............................................    4
Description of Debt Securities We May Offer.................    4
Plan of Distribution........................................   15
Validity of Debt Securities We May Offer....................   15
Experts.....................................................   15
Where You Can Find More Information.........................   15
</Table>

                                        2
<PAGE>

                              GENERAL MILLS, INC.

     General Mills is a leading manufacturer and marketer of packaged consumer
foods. We market our products primarily through our own sales organizations,
supported by advertising and other promotional activities. We primarily
distribute our products directly to retail food chains, cooperatives, membership
stores and wholesalers. Certain food products, such as yogurt and some
foodservice and refrigerated products, are sold through distributors and
brokers.

     On October 31, 2001, we completed the acquisition of the worldwide
businesses of The Pillsbury Company from Diageo plc. For fiscal 2001, on a pro
forma basis assuming the Pillsbury acquisition and related dispositions occurred
at the beginning of that fiscal year, we had pro forma sales of more than $13
billion worldwide, including our proportionate share of joint venture revenues.
Our brands hold leading positions in 14 major U.S. food categories and we market
more than 100 consumer brands, of which more than 30 generate annual U.S. retail
sales in excess of $100 million each.

     Our primary product and service categories, our main brands, and the
contribution of each category to total pro forma fiscal 2001 sales (including
our proportionate share of our joint venture sales) are outlined below:

- -Big G Cereals accounted for $2.6 billion in pro forma sales (approximately 19%
 of total pro forma sales) and includes such well-known brands as CHEERIOS,
 WHEATIES and TOTAL.

- -The Meals Division accounted for $2.3 billion in pro forma sales (approximately
 17% of total pro forma sales) and includes BETTY CROCKER dry packaged dinner
 mixes, specialty potatoes and instant mashed potatoes, LLOYD's refrigerated
 entrees, OLD EL PASO Mexican foods, PROGRESSO soups, and GREEN GIANT canned and
 frozen vegetables and meal starters.

- -Pillsbury U.S. accounted for $1.7 billion in pro forma sales (approximately 13%
 of total pro forma sales) and includes a variety of PILLSBURY refrigerated
 dough products for cookies, breads and rolls; PILLSBURY frozen waffles and
 breakfast pastries; and TOTINO'S frozen pizza and snacks.

- -Bakeries and Foodservice accounted for $1.7 billion in pro forma sales
 (approximately 13% of total pro forma sales) and includes mixes and unbaked,
 par-baked and fully baked dough products marketed to bakeries, together with
 branded products and custom products that are offered to commercial and
 non-commercial foodservice sectors like school cafeterias, restaurants and
 convenience stores.

- -Baking Products accounted for $1.0 billion in pro forma sales (approximately 7%
 of total pro forma sales) and includes lines of dessert, muffin and cookie
 mixes under the BETTY CROCKER trademark; baking mix under the BISQUICK
 trademark; and flour under the GOLD MEDAL trademark.

- -Our Snacks Division had pro forma sales of $1.0 billion (approximately 7% of
 total pro forma sales) and includes POP SECRET microwave popcorn; BUGLES, CHEX
 and GARDETTO's snack mixes; and lines of grain snacks and fruit snacks.

- -Yoplait-Colombo/Health Ventures accounted for $800 million in pro forma sales
 (approximately 6% of total pro forma sales) and includes YOPLAIT and COLOMBO
 yogurt; Small Planet Foods, a marketer of organic food products, and 8th
 Continent, a soy product joint venture with DuPont.

- -International Operations collectively accounted for $2.5 billion in pro forma
 sales (approximately 18% of total pro forma sales) and includes Canada ($440
 million), General Mills International ($1.0 billion), our share ($450 million)
 of sales for Cereal Partners Worldwide, a 50/50 joint venture with Nestle and
 our 40.5 percent share ($400 million) of Snack Ventures Europe, a joint venture
 with PepsiCo.

     General Mills was incorporated under the laws of the state of Delaware in
1928. On November 25, 2001, we employed approximately 27,000 persons worldwide.
Our principal executive offices are located at Number One General Mills
Boulevard, Minneapolis, Minnesota 55426; telephone number (763) 764-7600. See
"Where You Can Find More Information"

                                        3
<PAGE>

on page 15 for details about information incorporated by reference into this
prospectus.

                      RATIOS OF EARNINGS TO FIXED CHARGES

     Our consolidated ratios of earnings to fixed charges for each of the fiscal
years ended May 1997 through 2001 and the 26-week periods ended November 26,
2000 and November 25, 2001 are as follows:

<Table>
<Caption>
                                                26 WEEKS
            FISCAL YEARS ENDED                    ENDED
- ------------------------------------------   ---------------
MAY 25   MAY 31   MAY 30   MAY 28   MAY 27   NOV 26   NOV 25
 1997     1998     1999     2000     2001     2000     2001
- ------   ------   ------   ------   ------   ------   ------
<S>      <C>      <C>      <C>      <C>      <C>      <C>
6.54      5.63     6.67     6.25     5.29     5.59     4.66
</Table>

The ratio of earnings to fixed charges has been computed by dividing income
before income taxes plus fixed charges (net of capitalized interest) by fixed
charges. Fixed charges consist of interest expense before reduction for
capitalized interest and one-third of rental expense, which is considered to be
representative of an interest factor.

                                USE OF PROCEEDS

     Unless otherwise indicated in an accompanying prospectus supplement, the
net proceeds from the sale of the debt securities will be used for general
corporate purposes, which may include, among other things, working capital,
capital expenditures, the repurchase of shares of common stock, acquisitions and
the repayment of short-term borrowings or other indebtedness.

                         DESCRIPTION OF DEBT SECURITIES
                                  WE MAY OFFER

     As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
indenture. The indenture is a contract, dated February 1, 1996, between us and
U.S. Bank National Association, which acts as trustee. The trustee has two main
roles:

1. The trustee can enforce your rights against us if we default. Defaults are
   described under "What Is an Event of Default?" on page 13. There are some
   limitations on the extent to which the trustee acts on your behalf, described
   later on pages 13 and 14 under "Remedies If an Event of Default Occurs."

2. The trustee also performs administrative duties for us, such as sending you
   interest payments, transferring your debt securities to a new buyer if you
   sell and sending you notices.

     The indenture contains the full legal text of the matters described in this
section. The indenture and the debt securities are governed by New York law. The
indenture is an exhibit to our registration statement. See "Where You Can Find
More Information" on page 15 for information on how to obtain a copy.

     We may issue as many distinct series of debt securities under the indenture
as we wish. The indenture does not limit the amount of debt we may issue.

     This section summarizes the material terms of the debt securities that are
common to all series, although the prospectus supplement that describes the
terms of each series of debt securities may also describe differences from the
material terms summarized here. Because this section is a summary, it does not
describe every aspect of the debt securities, and is subject to and qualified in
its entirety by reference to all the provisions of the indenture, including
definitions of some of the terms used in the indenture. In this prospectus, we
describe the meaning for only the more important terms. We also include
references in parentheses to some sections of the indenture. Whenever we refer
to particular sections or defined terms of the indenture in this prospectus or
in the prospectus supplement, those sections or defined terms are incorporated
by reference here or in the prospectus supplement. That means we can disclose
that information to you by referring you to those sections or defined terms in
the

                                        4
<PAGE>

indenture. You must look to the indenture for the most complete description of
what we describe in summary form in this prospectus.

     This summary also is subject to and qualified by the more detailed
description of the particular amounts, prices and terms of the debt securities
comprising the series described in the prospectus supplement. The prospectus
supplement relating to each series of debt securities offered will be attached
to the front of this prospectus. In some instances, certain of the precise terms
of debt securities you are offered may be described in a further prospectus
supplement, known as a pricing supplement.

     We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. (section 101) The prospectus supplement relating to those
original issue discount securities will describe federal income tax consequences
and other special considerations applicable to them. The debt securities may
also be issued as indexed securities or securities denominated in foreign
currencies or currency units, as described in more detail in the prospectus
supplement relating to those particular debt securities. The prospectus
supplement relating to specific debt securities will also describe any special
considerations and certain additional tax considerations applicable to those
debt securities.

     In addition, the specific financial, legal and other terms particular to a
series of debt securities are described in the prospectus supplement relating to
the series.

                                     TERMS

     The prospectus supplement (including any separate pricing supplement)
relating to a series of debt securities being offered will describe the
following terms:

- - the title of the offered debt securities;

- - any limit on the aggregate principal amount of the offered debt securities;

- - the purchase price of the offered debt securities;

- - the date or dates on which the offered debt securities will be payable;

- - the rate or rates, which may be fixed or variable, at which the offered debt
  securities will bear interest, if any, and the date or dates from which that
  interest will accrue;

- - the dates on which interest, if any, on the offered debt securities will be
  payable and the regular record dates for the interest payment dates;

- - any mandatory or optional sinking funds or similar provisions or provisions
  for redemption at the option of the issuer;

- - the date, if any, after which and the price or prices at which the offered
  debt securities may, in accordance with any optional or mandatory redemption
  provisions, be redeemed and the other detailed terms and provisions of those
  optional or mandatory redemption provisions;

- - if other than denominations of $1,000 and any integral multiple thereof, the
  denominations in which the offered debt securities will be issuable;

- - if other than the principal amount of the offered debt securities, the portion
  of the principal amount of the offered debt securities which will be payable
  upon the declaration of acceleration of the maturity of the offered debt
  securities;

- - the currency of payment of principal, premium, if any, and interest on the
  offered debt securities;

- - any index used to determine the amount of payment of principal of, premium, if
  any, and interest on the offered debt securities;

- - whether the provisions described under "Defeasance" apply to the offered debt
  securities;

- - if the offered debt securities will be issuable only in the form of one or
  more global securities as described under "Global Securities" on pages 4 and
  5, the depository or its nominee with respect to the series of debt securities
  and the circumstances under which a global security may be registered for
  transfer or exchange in the

                                        5
<PAGE>

  name of a person other than the depository or the nominee; and

- - any other special feature of the offered debt securities.

                                LEGAL OWNERSHIP

STREET NAME AND OTHER INDIRECT HOLDERS

     Investors who hold debt securities in accounts at banks or brokers will
generally not be recognized by us as the legal holders of debt securities. This
is called holding in "street name." Instead, we would recognize as the direct
holder only the bank or broker, or the financial institution the bank or broker
uses to hold its debt securities. These intermediary banks, brokers and other
financial institutions pass along principal, interest and other payments on the
debt securities, either because they agree to do so in the agreements with their
customers or because they are legally required to do so. If you hold debt
securities in street name, you should check with your own institution to find
out:

- - How it handles securities payments and notices.

- - Whether it imposes fees or charges.

- - How it would handle voting if ever required.

- - Whether and how you can instruct it to send you debt securities registered in
  your own name so you can be a direct holder as described below.

- - How it would pursue rights under the debt securities if there were a default
  or other event triggering the need for direct holders to act to protect their
  interests.

DIRECT HOLDERS

     Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to persons or entities who
are the direct holders of debt securities, such as those who are registered as
holders of debt securities. As noted above, we do not have obligations to you if
you hold in street name or through other indirect means, either because you
choose to hold debt securities in that manner or because the debt securities are
issued in the form of global securities, as described below. For example, once
we make payment to the registered holder, we have no further responsibility for
the payment even if that registered holder is legally required to pass the
payment along to you as a street name customer but fails to do so.

GLOBAL SECURITIES

     WHAT IS A GLOBAL SECURITY?  A global security is a special type of
indirectly held security, as described above under "Street Name and Other
Indirect Holders." If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. We do
this by requiring that a global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the depositary.

     Any person wishing to own a debt security included in the global security
must do so indirectly through an account with a broker, bank or other financial
institution that in turn has an account with the depositary. The prospectus
supplement indicates whether your series of debt securities will be issued only
in the form of global securities.

     SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES.  As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a direct holder of debt securities and instead deal
only with the depositary that holds the global security.

     If you are an investor in debt securities that are issued only in the form
of global securities, you should be aware that:

- - You ordinarily cannot get debt securities registered in your own name.

                                        6
<PAGE>

- - You ordinarily cannot receive physical certificates for your interest in the
  debt securities.

- - You will be a street name holder and must look to your own bank or broker for
  payments on the debt securities and protection of your legal rights relating
  to the debt securities. See "Street Name and Other Indirect Holders" on page
  5.

- - You may not be able to sell interests in the debt securities to some insurance
  companies and other institutions that are required by law to own their
  securities in the form of physical certificates.

- - The depositary's policies will govern payments, transfers, exchange and other
  matters relating to your interest in the global security. We and the trustee
  have no responsibility for any aspect of the depositary's actions or for its
  records of ownership interests in the global security. We and the trustee also
  do not supervise the depositary in any way.

- - The depositary will require that interests in a global security be purchased
  or sold within its system using immediate funds for settlement.

     SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED.  In a few
special situations described later, the global security will terminate and
interests in it will be exchanged for physical certificates representing debt
securities. After that exchange, the choice of whether to hold debt securities
directly or in street name will be up to you. You must consult your own bank or
broker to find out how to have your interests in debt securities transferred to
your own name, so that you will be a direct holder. The rights of street name
investors and direct holders in the debt securities have been previously
described in the subsections entitled "Street Name and Other Indirect Holders"
on page 5 and "Direct Holders" on page 6.

     The special situations for termination of a global security are:

- - When the depositary notifies us that it is unwilling, unable or no longer
  qualified to continue as depositary,

- - When we notify the trustee that we wish to terminate the global security, or

- - When an event of default on the debt securities has occurred and has not been
  cured. Defaults are discussed later under "Events of Default" on pages 13 and
  14.

The prospectus supplement may also list additional situations for terminating a
global security that would apply only to the particular series of debt
securities covered by the prospectus supplement. When a global security
terminates, the depositary, and not we or the trustee, is responsible for
determining the names of the institutions that will be the initial direct
holders. (sections 204 and 305)

IN THE REMAINDER OF THIS DESCRIPTION, "YOU" MEANS DIRECT HOLDERS AND NOT STREET
NAME OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS SHOULD READ
THE PREVIOUS SUBSECTION ON PAGE 5 ENTITLED "STREET NAME AND OTHER INDIRECT
HOLDERS."

                   OVERVIEW OF REMAINDER OF THIS DESCRIPTION

     The remainder of this description summarizes:

- - ADDITIONAL MECHANICS relevant to the debt securities under normal
  circumstances, such as how you transfer ownership and where we make payments.

- - Your rights in several SPECIAL SITUATIONS, such as if we merge with another
  company or if we want to change a term of the debt securities.

- - RESTRICTIVE COVENANTS contained in the indenture that limit our ability to
  incur liens and other encumbrances on major properties and the voting stock of
  some of our U.S. operating subsidiaries and our ability to enter into sale and
  leaseback transactions. A particular series of debt securities may have
  additional restrictive covenants.

- - The circumstances under which we may effect DEFEASANCE of a particular series
  of debt securities.

                                        7
<PAGE>

- - Events of DEFAULT and your rights if we DEFAULT or experience other financial
  difficulties.

- - OUR RELATIONSHIP WITH THE TRUSTEE.

                              ADDITIONAL MECHANICS

FORM, EXCHANGE AND TRANSFER

     The debt securities will be issued:

- - only in fully registered form

- - without interest coupons

- - unless otherwise indicated in the prospectus supplement, in denominations that
  are integral multiples of $1,000. (section 302)

     You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (section
305) This is called an exchange.

     You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
direct holders and transferring debt securities. We may change this appointment
to another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered direct holders is called the security
registrar. It will also perform transfers. (section 305)

     You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership. (section 305)

     If we have designated additional transfer agents, they are named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts. (section 1002)

     If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
debt securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in order to freeze
the list of holders to prepare the mailing. We may also refuse to register
transfers or exchanges of debt securities selected for redemption, except that
we will continue to permit transfers and exchanges of the unredeemed portion of
any debt security being partially redeemed. (section 305)

PAYMENT AND PAYING AGENTS

     We will pay interest to you if you are a direct holder listed in the
trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the regular record date and is stated in the
prospectus supplement. (section 307)

     Holders buying and selling debt securities must work out between them how
to compensate for the fact that we will pay all the interest for an interest
period to the one who is the registered holder on the regular record date. The
most common manner is to adjust the sales price of the debt securities to pro
rate interest fairly between buyer and seller. This pro rated interest amount is
called accrued interest.

     We will pay interest, principal and any other money due on the debt
securities at the corporate trust office of the trustee in New York City.
(section 1002) That office is currently located at 100 Wall Street, Suite 2000,
New York, NY 10005. You must make arrangements to have your payments picked up
at or wired from that office. We may also choose to pay interest by mailing
checks.

STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.

                                        8
<PAGE>

     We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
These offices are called paying agents. We may also choose to act as our own
paying agent. We must notify the trustee of changes in the paying agents for any
particular series of debt securities. (section 1002)

NOTICES

     We and the trustee will send notices regarding the debt securities only to
direct holders, using their addresses as listed in the trustee's records.
(sections 101 and 106)

     Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
direct holders will be repaid to us. After that two-year period, you may look
only to us for payment and not to the trustee or any other paying agent.
(section 1003)

                               SPECIAL SITUATIONS

MERGERS AND SIMILAR EVENTS

     We are generally permitted under the indenture to consolidate or merge with
another company or firm. We are also permitted to sell or lease substantially
all of our assets to another firm. However, we may not take any of these actions
unless the following conditions, among others, are met:

- - Where we merge out of existence or sell or lease substantially all our assets,
  the other firm may not be organized under a foreign country's laws, that is,
  it must be a corporation, partnership or trust organized under the laws of a
  State or the District of Columbia or under federal law and it must agree to be
  legally responsible for the debt securities. (section 801)

- - The merger, sale of assets or other transaction must not bring about a default
  on the debt securities, and we must not already be in default, unless the
  merger or other transaction would cure the default. For purposes of this
  no-default test, a default would include an event of default that has occurred
  and not been cured. A default for this purpose would also include any event
  that would be an event of default if the requirements for giving us notice of
  our default or our default having to exist for a specific period of time were
  disregarded. (section 801)

- - It is possible that the merger, sale of assets or other transaction would
  cause some of our property to become subject to a mortgage or other legal
  mechanism giving lenders preferential rights in our property over other
  lenders or over our general creditors if we fail to repay them. We have
  promised to limit these preferential rights, called liens, as discussed later
  under "Restrictive Covenants-Limitation on Liens on Major Property and U.S.
  Operating Subsidiaries." If a merger or other transaction would create any
  liens which are not permitted under the indenture, we must grant an equivalent
  lien to the direct holders of the debt securities. (sections 801 and 1006)

- - If we merge out of existence or sell substantially all our assets and the
  other firm becomes the successor to General Mills and is legally responsible
  for the debt securities, we will be relieved of our own responsibility for the
  debt securities. (section 802)

MODIFICATION AND WAIVER

     There are three types of changes we can make to the indenture and the debt
securities.

     CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your debt securities without your specific approval. A list of these
follows:

- - change the stated payment due date of the principal or interest on a debt
  security;

- - reduce any amounts due on a debt security;

- - reduce the amount of principal payable upon acceleration of the maturity of a
  debt security following a default;

- - change the place or currency of payment on a debt security;

                                        9
<PAGE>

- - impair your right to sue for payment;

- - reduce the percentage of direct holders of debt securities whose consent is
  needed to modify or amend the indenture;

- - reduce the percentage of holders of debt securities whose consent is needed to
  waive compliance with provisions of the indenture or to waive defaults;

- - modify any other aspect of the provisions dealing with modification and waiver
  of the indenture, except to increase the percentages required or provide that
  other provisions of the indenture cannot be changed without the consent of any
  direct holder affected by the change. (section 902)

     CHANGES NOT REQUIRING APPROVAL.  The second type of change does not require
any vote by holders of debt securities. This type is limited to clarifications
and certain other changes that would not adversely affect direct holders of the
debt securities. (section 901)

     CHANGES REQUIRING A MAJORITY VOTE. Third, we need a vote by direct holders
of debt securities owning a majority of the principal amount of the particular
series affected to obtain a waiver of the restrictive covenants, including the
one described later under "Restrictive Covenants-Limitation on Liens on Major
Property and U.S. Operating Subsidiaries." (section 1008) We also need such a
majority vote to obtain a waiver of any past default, except a payment default
on principal or interest or concerning a provision of the indenture that can't
be changed without the consent of the direct holder. (section 513) In addition,
most other changes to the indenture and the debt securities also require a
majority vote of the direct holders. (section 902)

     FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:

- - For original issue discount securities, we will use the principal amount that
  would be due and payable on the voting date if the maturity of those debt
  securities were accelerated to that date because of a default.

- - For debt securities whose principal amount is not known, for example, because
  it is based on an index, we will use a special rule for that debt security
  determined by our board of directors or described in the prospectus
  supplement.

- - For debt securities denominated in one or more foreign currencies or currency
  units, we will use the U.S. dollar equivalent.

     Debt securities will not be considered outstanding, and therefore will not
be eligible to vote, if we have deposited or set aside money in trust for you
for their payment or redemption. Debt securities will also not be eligible to
vote if they have been fully defeased as described on page 12 under "Full
Defeasance." (section 101)

     We will generally be entitled to set any day as a record date for the
purpose of determining the direct holders of outstanding debt securities that
are entitled to vote or take other action under the indenture. (section 301) In
some circumstances, the trustee will be entitled to set a record date for action
by holders.

STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE WISH TO CHANGE THE
INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

                             RESTRICTIVE COVENANTS

LIMITATION ON LIENS ON MAJOR PROPERTY AND U.S. OPERATING SUBSIDIARIES

     Some of our property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that property over other lenders,
including you and the other direct holders of the debt securities, or over our
general creditors if we fail to pay them back. These preferential rights are
called liens. In the indenture, we promise not to create, issue, assume, incur
or guarantee any indebtedness for borrowed money that is

                                        10
<PAGE>

secured by a mortgage, pledge, lien, security interest or other encumbrance on

- - any flour mill, manufacturing or packaging plant, or research laboratory
  located in North America and owned by us or one of our current or future
  United States or Canadian operating subsidiaries, or

- - any stock or debt issued by one of our current or future United States or
  Canadian operating subsidiaries

unless we also secure all the debt securities that are still outstanding under
the indenture equally with the indebtedness being secured. (section 1006) This
promise does not restrict our ability to sell or otherwise dispose of our
interests in any U.S. operating subsidiary.

     These requirements do not apply to liens

- - existing on February 1, 1996 and any extensions, renewals or replacements of
  those liens;

- - relating to the construction, improvement or purchase of a flour mill, plant
  or laboratory;

- - in favor of us or one of our U.S. or Canadian operating subsidiaries;

- - in favor of governmental units for financing construction, improvement or
  purchase of our property;

- - existing on any property, stock or debt existing at the time we acquire it,
  including liens on property, stock or debt of a U.S. operating subsidiary at
  the time we acquire it;

- - relating to the sale of our property;

- - for work done on our property;

- - relating to workers' compensation, unemployment insurance and similar
  obligations;

- - relating to litigation or legal judgments;

- - for taxes, assessments or governmental charges not yet due; and

- - consisting of easements or other restrictions, defects in title or
  encumbrances on our real property.

We may also avoid securing the debt securities equally with the indebtedness
being secured if the amount of the indebtedness being secured plus the value of
any sale and lease back transactions, as described below, is 15% or less than
the amount of our consolidated total assets minus our consolidated non-interest
bearing current liabilities, as reflected on our consolidated balance sheet.
(section 1006)

LIMITATION ON SALE AND LEASEBACK TRANSACTIONS

     In the indenture, we also promise that we and our U.S. operating
subsidiaries will not enter into any "sale and leaseback transactions" on any of
our flourmills, manufacturing or packaging plants or research laboratories
located in North America (referred to in the indenture as "principal
properties") unless we satisfy some restrictions. A sale and leaseback
transaction involves our sale to a lender or other investor of a property of
ours and our lease back of the property from that party for more than three
years, or a sale of a property to, and its lease back for three or more years
from, another person who borrows the necessary funds from a lender or other
investor on the security of the property.

     We may enter into a sale and leaseback transaction covering any of our
principal properties only if

1. it falls into the exceptions for liens described above under "Restrictive
   Covenants -- Limitations on Liens on Major Property and U.S. Operating
   Subsidiaries"; or

2. within 180 days after the property sale, we set aside for the retirement of
   funded debt, meaning notes or bonds which mature at or may be extended to a
   date more than 12 months after issuance, an amount equal to the greater of:

     (a) the net proceeds of the sale of the principal property, or

     (b) the fair market value of the principal property sold,

and in either case, minus

       (1) the principal amount of any debt securities delivered to the trustee
           for retirement within 120 days after the property sale, and

                                        11
<PAGE>

       (2) the principal amount of any funded debt, other than debt securities,
           voluntarily retired by us within 120 days after the property sale; or

3. the attributable value, as described below, of all sale and leaseback
   transactions plus any indebtedness which we incur that, but for the exception
   in the last paragraph of "Restrictive Covenants -- Limitations on Liens on
   Major Property and U.S. Operating Subsidiaries" above, would have required us
   to secure the debt securities equally with it, is 15% or less than the amount
   of our consolidated total assets minus our consolidated non-interest bearing
   current liabilities, as reflected on our consolidated balance sheet. (section
   1007)

     We determine the attributable value of a sale and leaseback transaction by
choosing the lesser of (1) and (2):

(1) sale price of  X  remaining portion of

<Table>
    <S>                <C>
    leased property    base term of lease
                       -----------------
                       base term of lease
</Table>

(2) the total obligation of the lessee for rental payments during the remaining
    portion of the base term of the lease, discounted to present value at the
    highest interest rate on any outstanding series of debt securities. The
    rental payments in this calculation do not include amounts for property
    taxes, maintenance, repairs, insurance, water rates and other items which
    are not payments for the property itself. (section 101)

                                   DEFEASANCE

     The following discussion of full defeasance and covenant defeasance will
apply to your series of debt securities only if we choose to have them apply to
that series. If we do so choose, we will state that in the prospectus
supplement. (section 1301)

     FULL DEFEASANCE.  If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities, called full defeasance, if we put in place the following
arrangements for you to be repaid:

- - We must deposit in trust for your benefit and the benefit of all other direct
  holders of the debt securities a combination of money and U.S. government or
  U.S. government agency notes or bonds that will generate enough cash to make
  interest, principal and any other payments on the debt securities on their
  various due dates.

- - There must be a change in current federal tax law or an IRS ruling that lets
  us make the above deposit without causing you to be taxed on the debt
  securities any differently than if we did not make the deposit and just repaid
  the debt securities ourselves. Under current federal tax law, the deposit and
  our legal release from the debt securities would be treated as though we took
  back your debt securities and gave you your share of the cash and notes or
  bonds deposited in trust. In that event, you could recognize gain or loss on
  the debt securities you give back to us.

- - We must deliver to the trustee a legal opinion of our counsel confirming the
  tax law change described above.

     If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt securities.
You could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent. (sections
1302 and 1304)

     COVENANT DEFEASANCE.  Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called covenant defeasance. In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the debt securities. In order to achieve covenant defeasance, we must do the
following:

- - We must deposit in trust for your benefit and the benefit of all other direct
  holders of

                                        12
<PAGE>

  the debt securities a combination of money and U.S. government or U.S.
  government agency notes or bonds that will generate enough cash to make
  interest, principal and any other payments on the debt securities on their
  various due dates.

- - We must deliver to the trustee a legal opinion of our counsel confirming that
  under current federal income tax law we may make the above deposit without
  causing you to be taxed on the debt securities any differently than if we did
  not make the deposit and just repaid the debt securities ourselves.

     If we accomplish covenant defeasance, the following provisions among others
of the indenture and the debt securities would no longer apply:

- - Our promises regarding conduct of our business previously described on pages
  10 and 11 under "Restrictive Covenants" and any other covenants applicable to
  the series of debt securities and described in the prospectus supplement.

- - The condition regarding the treatment of liens when we merge or engage in
  similar transactions, as described on page 9 under "Mergers and Similar
  Events."

- - The Events of Default relating to breach of covenants and acceleration of the
  maturity of other debt, described below under "What Is an Event of Default?"

     If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if there were a shortfall in the trust deposit.
In fact, if one of the remaining Events of Default occurred, such as our
bankruptcy, and the debt securities become immediately due and payable, there
may be a shortfall in the trust deposit. Depending on the event causing the
default, you may not be able to obtain payment of the shortfall. (sections 1303
and 1304)

                          DEFAULT AND RELATED MATTERS

EQUAL RANKING WITH OUR OTHER UNSECURED CREDITORS

     The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The debt securities are not subordinated to any of our
other unsecured debt obligations and therefore they rank equally with all our
other unsecured and unsubordinated indebtedness.

EVENTS OF DEFAULT

     You will have special rights if an event of default occurs and is not
cured, as described later in this subsection.

     WHAT IS AN EVENT OF DEFAULT?  For each series of debt securities the term
"event of default" means any of the following:

- - We do not pay interest on a debt security within 30 days of its due date.

- - We do not pay the principal or any premium on a debt security on its due date.

- - We do not deposit money into a separate custodial account, known as a sinking
  fund, when such a deposit is due, if we agree to maintain a sinking fund.

- - We remain in breach of the restrictive covenants described previously under
  "Restrictive Covenants "or any other term of the indenture for 60 days after
  we receive a notice of default stating we are in breach. The notice must be
  sent by either the trustee or direct holders of at least 25% of the principal
  amount of debt securities of the affected series.

- - We file for bankruptcy or certain other events of bankruptcy, insolvency or
  reorganization occur.

- - Any other event of default described in the prospectus supplement occurs.
  (section 501)

     REMEDIES IF AN EVENT OF DEFAULT OCCURS. In the event of our bankruptcy,
insolvency or other similar proceeding, all of the debt securities of the
affected series will automatically be due and immediately payable. If a
                                        13
<PAGE>

non-bankruptcy event of default has occurred and has not been cured, the trustee
or the direct holders of not less than 25% in principal amount of the debt
securities of the affected series may declare the entire principal amount of all
the debt securities of that series to be due and immediately payable. This is
called a declaration of acceleration of maturity.

     A declaration of acceleration of maturity may be canceled by the direct
holders of at least a majority in principal amount of the debt securities of the
affected series, if

- - we pay or deposit with the trustee an amount sufficient to pay

     - all overdue interest;

     - principal and premium, if any, which has become due other than as a
       result of the acceleration, plus any interest on that principal;

     - interest on overdue interest, if that payment is lawful;

     - amounts paid or advanced by the trustee and reasonable trustee
       compensation and expenses; and

- - all defaults on any restrictive covenants have been waived or cured. (section
  502)

     Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
any direct holders unless the holders offer the trustee reasonable protection
from expenses and liability, called an indemnity. (section 603) If reasonable
indemnity is provided, the direct holders of a majority in principal amount of
the outstanding debt securities of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority direct holders may also
direct the trustee in performing any other action under the indenture. (section
512)

     Before you may bypass the trustee and bring your own lawsuit or other
formal legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:

- - You must give the trustee written notice that an event of default has occurred
  and remains uncured.

- - The direct holders of at least 25% in principal amount of all outstanding debt
  securities of the relevant series must make a written request that the trustee
  take action because of the default, and must offer reasonable indemnity to the
  trustee against the cost and other liabilities of taking that action.

- - The trustee must have not received from direct holders of a majority in
  principal amount of the outstanding debt securities of that series a direction
  inconsistent with the written notice.

- - The trustee must have not taken action for 60 days after receipt of the above
  notice and offer of indemnity. (section 507)

     However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (section 508)

STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.

     We will provide to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default that we know
about. (section 1004)

                       OUR RELATIONSHIP WITH THE TRUSTEE

     The trustee is also trustee under our July 1, 1982 indenture and acts as an
agent for the issuance of our U.S. commercial paper. U.S. Bank National
Association provides cash management and other banking and advisory services to
us in the normal course of business.

                                        14
<PAGE>

                              PLAN OF DISTRIBUTION

     We may sell the debt securities to or through underwriters and also may
sell debt securities directly to other purchasers or through agents.

     The distribution of the debt securities offered under the prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

     We may also determine the price or other terms of the debt securities
offered under this prospectus by use of an electronic auction. We will describe
in the related prospectus supplement how any such auction will determine the
price or any other terms, how potential investors may participate in the auction
and the nature of the underwriters' obligations.

     In connection with the sale of debt securities, underwriters may receive
compensation from us or from purchasers of debt securities for whom they may act
as agents in the form of discounts, concessions or commissions. Underwriters may
sell debt securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions, or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
debt securities offered under the prospectus may be underwriters as defined in
the Securities Act. Any underwriters or agents will be identified and their
compensation (including underwriting discount) will be described in the
prospectus supplement. The prospectus supplement will also describe the other
terms of the offering, including any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the offered
securities may be listed.

     We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain liabilities.

                          VALIDITY OF DEBT SECURITIES
                                  WE MAY OFFER

     The validity of the debt securities will be passed upon for General Mills
by Elizabeth L. Wittenberg, Associate General Counsel. Ms. Wittenberg owns,
directly and indirectly, shares of General Mills common stock, and has
exercisable options to purchase additional shares of General Mills common stock
granted under General Mills option plans. Davis Polk & Wardwell will issue a
legal opinion as to certain matters for any agents, underwriters or dealers.

                                    EXPERTS

     The consolidated financial statements and schedules of General Mills and
its subsidiaries as of May 27, 2001 and May 28, 2000 and for each of the fiscal
years in the three-year period ended May 27, 2001 have been incorporated by
reference in this prospectus and in the registration statement in reliance upon
the reports of KPMG LLP, independent certified public accountants, which reports
are also incorporated by reference in this prospectus and upon the authority of
KPMG LLP as experts in accounting and auditing.

     The combined financial statements of The Pillsbury Company, its
subsidiaries and its related entities, a business of Diageo plc, as of June 30,
2001 and 2000 and for each of the fiscal years in the three-year period ended
June 30, 2001 have been incorporated by reference in this prospectus and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, which report is also incorporated by reference in
this prospectus and upon the authority of KPMG LLP as experts in accounting and
auditing.

                            WHERE YOU CAN FIND MORE
                                  INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are

                                        15
<PAGE>

available to the public through the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room.

     The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the debt securities described in this prospectus:

- - Annual Report on Form 10-K for the year ended May 27, 2001;

- - Quarterly Reports on Form 10-Q for the quarters ended November 25, 2001 and
  August 26, 2001;

- - Current Report on Form 8-K filed on November 2, 2001, as amended by Current
  Reports on Form 8-K/A filed on November 5, 2001, January 11, 2002 and January
  29, 2002;

- -Current Report on Form 8-K filed November 15, 2001; and

- -Current Report on Form 8-K filed February 4, 2002.

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

    Corporate Secretary
    Number One General Mills Blvd.
    Minneapolis, MN 55426
    (763) 764-2167

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.

                                        16
<PAGE>

               PRINCIPAL EXECUTIVE OFFICE OF GENERAL MILLS, INC.

                       Number One General Mills Boulevard
                          Minneapolis, Minnesota 55426

                       TRUSTEE AND PRINCIPAL PAYING AGENT

                         U.S. Bank National Association
                             180 East Fifth Street
                           St. Paul, Minnesota 55101

                     LUXEMBOURG PAYING AGENT/TRANSFER AGENT

                    Dexia Banque Internationale a Luxembourg
                                69, route d'Esch
                               L-2953 Luxembourg

                                 LEGAL ADVISORS

<Table>
<S>                                            <C>
               To General Mills                             To the Underwriters
           As to United States Law                        As to United States Law
            Siri S. Marshall, Esq.                         Winthrop Conrad, Esq.
          Senior Vice President and                        Davis Polk & Wardwell
               General Counsel                              450 Lexington Avenue
             General Mills, Inc.                          New York, New York 10017
      Number One General Mills Boulevard
         Minneapolis, Minnesota 55426
</Table>

                                 LISTING AGENT

                    Dexia Banque Internationale a Luxembourg
                                69, route d'Esch
                               L-2953 Luxembourg

                    INDEPENDENT ACCOUNTANTS TO GENERAL MILLS

                                    KPMG LLP
                            4200 Wells Fargo Center
                              90 South 7th Street
                          Minneapolis, Minnesota 55402
<PAGE>

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                                 $3,500,000,000

                              [GENERAL MILLS LOGO]

                              GENERAL MILLS, INC.
                     $1,500,000,000  5 1/8% NOTES DUE 2007
                       $2,000,000,000  6% NOTES DUE 2012

                         ------------------------------
                             PROSPECTUS SUPPLEMENT
                               February 13, 2002
                         ------------------------------

BANC OF AMERICA SECURITIES LLC
           BARCLAYS CAPITAL
                       CREDIT SUISSE FIRST BOSTON
                                  DEUTSCHE BANC ALEX. BROWN
                                          JPMORGAN
                                                  SALOMON SMITH BARNEY
                                                         UBS WARBURG

                         ------------------------------
UTENDAHL CAPITAL PARTNERS, L.P.                        LOOP CAPITAL MARKETS, LLC

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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